Inside Information: Aliaxis Withdraws Its Public Tender Offer for All Shares in Uponor Corporation and Reaffirms Its Commitment to Delivering Its Growth with Purpose Strategy
Unari Holding Oy
6 min read
HELSINKI, FI / ACCESSWIRE / June 14, 2023 / Unari Holding Oy Aliaxis SA/NV / Unari Holding Oy, Inside Information, 14 June 2023, 9:30 a.m. (EEST)
Aliaxis SA/NV ("Aliaxis"), a leading global player in advanced fluid management solutions, has embarked on a successful growth trajectory to address the world's water challenges. In this context and as part of its M&A agenda, Aliaxis had identified Uponor Corporation as a potential addition to its portfolio and had, through its Finnish subsidiary Unari Holding Oy (the "Offeror"), announced a voluntary all-cash public tender offer to acquire Uponor on 22 May 2023 (the "Tender Offer").
Aliaxis' all-cash offer of EUR 25.75 per share was the result of a comprehensive valuation approach based on Uponor's strengths, synergies of combining the two companies, the prospects of the sector, as well as the risks facing Uponor.
Pursuant to applicable law and as stated in the announcement release regarding the Tender Offer published by the Offeror on 22 May 2023, if a competing public tender offer for shares in Uponor is announced by a third party, the Offeror has the right, among other things, to withdraw the Tender Offer.
Taking into account the announcement of Georg Fischer Ltd.'s competing public tender offer on 12 June 2023, and after thorough review, the Offeror has today decided to withdraw its Tender Offer. Consequently, the Offeror will not publish a tender offer document regarding the Tender Offer or initiate the acceptance period thereunder. This decision does not limit Aliaxis' right to consider making a new tender offer for shares in Uponor in the future. No decisions have been taken to either make or refrain from making a new tender offer at a later point in time.
Commenting on the withdrawal of the Tender Offer, Eric Olsen, CEO of Aliaxis:
"Aliaxis is a company on the move as we have demonstrated over the past two years.We remain fully committed to delivering our "Growth with Purpose" strategy, with innovation and sustainability as main driving forces. As a global leader, we will continue deploying our external growth roadmap, leveraging our clear business strategy and our very robust balance sheet, while always maintaining a clear focus on value creation with financial discipline in any acquisition."
ABOUT ALIAXIS
Aliaxis has a long-standing, unique and entrepreneurial history that has seen a family business grow into a global leader. We design sustainable, easy to install, and innovative solutions to address the world's water challenges and accelerate the transition to clean energy. Thanks to our 15,000+ employees, our pipes and fitting systems meet our customers' most demanding needs for the building, infrastructure, industrial and agriculture sectors. Headquartered in Brussels and operating in over 40 countries, Aliaxis is active through trusted local brands and generated EUR 4.3 billion revenue in 2022.
Aliaxis has embarked on a positive and ambitious journey with its Growth with Purpose strategy. Together with our teams around the world, we strive to reach our targets for sustainability, innovation and overall performance by 2025 and beyond.
MEDIA INQUIRIES
For further information, please see the dedicated website: www.offer.aliaxis.com
THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS STOCK EXCHANGE RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS STOCK EXCHANGE RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. OFFERS WERE NOT MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.
ALIAXIS AND ITS AFFILIATES RESERVE THE RIGHT, DIRECTLY OR INDIRECTLY, ON AND AFTER THE DATE OF THIS STOCK EXCHANGE RELEASE, TO PURCHASE OR ARRANGE TO PURCHASE, SHARES IN UPONOR OR ANY SECURITIES THAT ARE CONVERTIBLE INTO, EXCHANGEABLE FOR OR EXERCISABLE FOR SUCH SHARES.
Forward-looking statements
This stock exchange release contains statements that, to the extent they are not historical facts, constitute "forward-looking statements". Forward-looking statements include statements concerning plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, business strategy and the trends in the industries and the political and legal environment and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms "believes", "intends", "may", "will" or "should" or, in each case, their negative or variations on comparable terminology. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, investors are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this stock exchange release.
Disclaimer
Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as financial adviser to Aliaxis and no one else in connection with the Tender Offer. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Aliaxis for providing the protections afforded to clients of Morgan Stanley nor for providing advice in connection with the Tender Offer, the contents of this stock exchange release or any matter referred to herein.
Advium Corporate Finance Ltd is acting on behalf of the Offeror and no one else in connection with the Tender Offer or other matters referred to in this document, does not consider any other person (whether the recipient of this document or not) as a client in connection to the Tender Offer, and is not responsible to anyone other than the Offeror for providing protection or providing advice in connection with the Tender Offer or any other transaction or arrangement referred to in this document.
