お知らせ • Nov 23
Georg Fischer AG (SWX:GF) completed the acquisition of 81.1% stake in Uponor Oyj (HLSE:UPONOR) from group of shareholders.
Georg Fischer AG (SWX:GF) made a tender offer to acquire Uponor Oyj (HLSE:UPONOR) from group of shareholders for €2.1 billion on June 12, 2023. GF offers €28.85 in cash for each Share, subject to any adjustments. Oras Invest, Varma Mutual Pension Insurance Company, Ilmarinen Mutual Pension Insurance Company, Elo Mutual Pension Insurance Company, Pekka Paasikivi, Jukka Paasikivi and Jari Paasikivi, together representing approximately 36.9 percent of all issued Shares in Uponor, have irrevocably undertaken to accept the Tender Offer. GF has secured the financing for the Tender Offer through a combination of existing cash and committed bank facilities. Upon successful completion of the Tender Offer and in order to ensure a smooth integration, GF intends to nominate the Chair of the Board of Directors of Uponor, Annika Paasikivi, for election to the Board of Directors of GF at the next annual general meeting of shareholders of GF. GF has secured the financing for the Tender Offer through a combination of existing cash and committed bank facilities. GF will commence as soon as reasonably possible the compulsory redemption proceedings, if ownership has exceeded 90% of all the Shares of Uponor as a result of the tender offer. The Board of Directors of Uponor unanimously recommends that the shareholders of Uponor accept the Tender Offer and pending regulatory approvals. Tender Offer has been validly accepted with respect to the outstanding Shares more than fifty (50) percent of the outstanding Shares and voting rights in the Company calculated in accordance with Chapter 18 Section 1 of the Finnish Companies Act; the receipt of all necessary regulatory approvals, permits, clearances and consents, including without limitation approvals required under applicable foreign direct investment laws, competition clearances (or, where applicable, the expiry of relevant waiting periods) required under any applicable competition laws or other regulatory laws in any jurisdiction for the completion of the Tender Offer by the Offeror. As of June 22, 2023, the transaction is approved by Finnish Financial Supervisory Authority. The Tender Offer is expected to be accretive to earnings per share of GF. The offer period is expected to commence on or about June 26, 2023, and to expire on or about September 1, 2023. The Tender Offer is currently expected to be completed during the fourth quarter of 2023. As of June 26, 2023, the tender offer has commenced. As of July 25, 2023, the Finnish Financial Supervisory Authority has today approved a supplement (the “Supplement Document”) to the tender offer document relating to the Tender Offer. The transaction is expected to close on September 1, 2023. As of July 18, 2023, Georg Fischer AG acquired 4.17 million shares representing 5.70% of Uponor Corporation on July 17, 2023. As of August 31, 2023, the approval from the European Commission remains pending and will not be received until after September 1, 2023. As a result, the Georg Fischer AG has decided to extend the offer period for the Tender Offer to expire on October 31, 2023. Georg Fischer AG holdings of shares of Uponor has gone above the threshold of 10% on October 13, 2023, and is 7,336,068 shares representing 10.02% of the share capital and votes in the company. The share capital of Uponor consists of 73,206,944 shares and each share is entitled to one vote at the general meeting of shareholders. As on October 20, 2023, The Offeror announces that it has received an unconditional merger control clearance from the European Commission regarding the Tender Offer. Furthermore, as announced by the Offeror on July 19, 2023, the applicable waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired. Therefore, the Offeror confirms that the condition to completion of the Tender Offer concerning the receipt of necessary approvals by competition and other regulatory authorities has been fulfilled. As of October 25, 2023, The Finnish Financial Supervisory Authority has approved the second supplement (the "Supplement Document") to the tender offer document relating to the Tender Offer (the Tender Offer Document). The Supplement Document relates to the unconditional merger control clearance from the European Commission regarding the Tender Offer and to the fact that the condition to completion of the Tender Offer concerning the receipt of necessary approvals by competition and other regulatory authorities has been fulfilled. GF's ownership in Uponor exceeded 10% on October 13, 2023. By October 24, 2023, GF had purchased 7,888,977 Shares in public trading on Nasdaq Helsinki Ltd or otherwise outside the Tender Offer, amounting to 10.8% of all issued Shares in Uponor. As of the same date, GF's shareholding plus the irrevocable undertakings in the Tender Offer represented in total 47.7% of all issued Shares in Uponor. The completion of the Tender Offer is still subject to the fulfilment of certain customary conditions to completion set out in the tender offer document, including the valid acceptance of the Tender Offer with respect to the Shares representing, together with the Shares otherwise held by the Offeror and any of its subsidiaries, more than 50 percent of the Shares and voting rights in Uponor, or waiver by the Offeror of such conditions on or by the date of the Offeror's announcement of the final result of the Tender Offer. The Offeror will announce the preliminary result of the Tender Offer on or about November 1, 2023, and the final result of the Tender Offer on or about November 6, 2023. As of October 27, 2023, Aliaxis SA/NV has accepted the public offer of Georg Fischer and tendered all shares held in Uponor.Alexandra Therman-Londen, Juhani Ahola, Jarkko Huotari and Jens Nystrand of Nordea Bank Abp (OM:NDA SE) provided fairness opinion and acted as financial advisor, Goldman Sachs International acted as financial advisor, and Hannes Snellman Attorneys Ltd. acted as legal advisor to Uponor. UBS Group AG (SWX:UBSG) acted as financial advisor and White & Case LLP acted as legal advisor to GF. Pekka Hiltunen and Jaakko Eteläaho of Danske Bank A/S, Finland Branch acted as financial advisor to Oras Invest Oy. Juho Puhakainen, Martín Donges and Markus Remes of Skandinaviska Enskilda Banken AB (Helsinki Branch) acted as financial advisor to Georg Fischer AG. Baker & McKenzie LLP acted as legal advisor to Georg Fischer AG. Georg Fischer AG (SWX:GF) completed the acquisition of 81.1% stake in Uponor Oyj (HLSE:UPONOR) from group of shareholders on November 21, 2023.