07.12.2020 10:00

UTG Mixing Group and SPX FLOW Signed Combination Agreement today

You may have heard that Plc Uutechnic Group Oyj (together with its subsidiaries, “UTG Mixing Group” or “UTG”) has entered into a combination agreement under which SPX FLOW will launch a recommended voluntary public tender offer for all of the issued and outstanding shares in UTG for a cash consideration of EUR 0.60 per share. SPX FLOW is a leading provider of process solutions for the food, beverage and industrial markets. We are very excited about this news and believe this deal will provide excellent growth opportunities for our Stelzer, Uutechnic, and Jamix mixers business.

Currently we expect the transaction to be finalized in the first quarter of 2021. SPX FLOW will on or about 14 December 2020 publish a tender offer document and commence the offer period on or about 15 December 2020. Should SPX FLOW obtain more than 90% of the total number of the issued and outstanding shares in UTG and voting rights attached thereto, SPX FLOW intends to initiate squeeze-out proceedings under the Finnish Companies Act and cause UTG to apply for the delisting of its shares from Nasdaq Helsinki as soon as permitted and reasonably practicable under applicable laws and regulations.

Until the transaction is completed, there are no changes to how UTG will operate, go to market, or serve its customers. The completion of the transaction is not expected to have any immediate material effect on the operations of UTG or the relations with UTG’s customers and partners. We ask that you please continue to work under the current agreements with UTG (Uutechnic, Jamix, or Stelzer), as applicable, until further notice.

In their public statements, SPX FLOW has said UTG’s products, skilled team members, technical expertise, manufacturing, and sales channels align with their strategy to grow their core business in mixers, pumps, and valves. We know from talking with them throughout the deal process that SPX FLOW views UTG’s existing channels and partners as key assets in their acquisition, and they have expressed their excitement to begin working with you once the deal closes and they are able to officially do so.

Thank you for your continued support of UTG’s mixers business. We have begun integration planning with the SPX FLOW team and will share more with you as it becomes available.

Uusikaupunki December 7, 2020

UTG MIXING GROUP
Jouko Peräaho, CEO