INSIDE INFORMATION: Uponor Corporation rejects the non-binding intention to make an all cash public tender offer for Uponor announced by Aliaxis S.A.

Uponor Corporation, Inside Information, 26 April 2023 at 08:30 am EEST

INSIDE INFORMATION: Uponor Corporation rejects the non-binding intention to make an all cash public tender offer for Uponor announced by Aliaxis S.A.

On 17 April 2023, Aliaxis S.A. (“Aliaxis” or the “Offeror”) announced a non-binding intention to make an offer to acquire all shares in Uponor Corporation (“Uponor” or the “Company”) at a proposed price of EUR 25.00 per share (the “Non-binding Intention”), corresponding to a premium of approximately 44.6% to the closing price of the Uponor share on Nasdaq Helsinki on 14 April 2023. Aliaxis also announced on 24 April 2023 that it has acquired approximately 10.56 percent of all shares in Uponor.

The Non-binding Intention is subject to certain conditions including, satisfactory conclusion of confirmatory due diligence and receipt of a recommendation from the Board of Directors of Uponor, approval by the Board of Directors of Aliaxis and entering into a combination agreement with Uponor. Completion of any such cash tender offer would in turn be subject to further conditions, including an acceptance threshold of at least 60% of the shares in Uponor and receipt of all necessary regulatory approvals.

As referred to in the announcement of Uponor, dated 17 April 2023, the Board of Directors of Uponor (the “Board”), together with its advisors, has been assessing the Non-binding Intention and whether it is in the best interest of shareholders of the Company. In its assessment, the Board has taken into account, among other, the Company’s Strategic Transformation Programme announced on 15 February 2023, the Company’s long-term prospects and its relevant market position in relation to the water solutions industry, including potential consolidation opportunities in the industry, as well as the recent performance of the Company.

The Board has now completed its analysis of the Non-binding Intention. In the Board’s opinion, the indicated offer price of EUR 25.00 in cash per share does not reflect the Company’s value and long-term prospects, and it is therefore not in the best interest of its shareholders. Therefore, the Board has unanimously decided to reject the Non-binding Intention and not to engage with the Offeror. It can be noted that Board chair Annika Paasikivi has recused herself from participating in the Board assessment and decision-making in the matter.

The Board notes that Oras Invest, the Company’s largest shareholder holding approximately 25.7 percent of all shares, announced on 17 April 2023 its intention not to accept the potential offer by Aliaxis.

The Board remains focused on pursuing the Company’s strategy. It believes that Uponor enjoys strong performance under its new management, and, with its recently renewed strategy, has a strong position for future profitable growth. The Board of Directors will evaluate any further proposals made by Aliaxis or any proposal made by any other party based on the best interest of shareholders.

Uponor will release further information at an appropriate time.

Uponor Corporation

Hans Sohlström

Board member chairing the board ad hoc committee

Further information:

Hans Sohlström will be available at the Uponor Q1/2023 results webcast today, 26 April 2023 starting at 02:30 pm EEST.

Franciska Janzon

Senior Vice President, Corporate Communications and IR

Uponor Corporation

Tel. +358 (0)20 129 2821

DISTRIBUTION:

Nasdaq Helsinki

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Uponor in brief

Uponor is a leading global provider of solutions that efficiently and effectively move water through cities, buildings, and homes. We help customers in residential and commercial construction, municipalities, and utilities, be more productive – and continuously find new ways to conserve, manage and provide water responsibly, unlocking its potential to provide comfort, health, and efficiency. Our safe drinking water, energy-efficient radiant heating and cooling systems, and reliable infrastructure solutions are sold in more than 80 countries. Uponor employs about 4,000 professionals in 26 countries in Europe and North America.

In 2022, the company’s net sales totalled approximately €1.4 billion. Uponor Corporation is based in Finland and listed on Nasdaq Helsinki.