Plc Uutechnic Group Oyj: Final result of SPX Flow Technology Germany GmbH’s voluntary recommended public cash tender offer for all shares in Plc Uutechnic Group Oyj; SPX Flow Technology Germany GmbH completes the tender offer
Plc Uutechnic Group Oyj Stock Exchange Release15 January 2021 at 02:05 p.m. EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, NEW ZEALAND OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION “IMPORTANT INFORMATION” BELOW.
Final result of SPX Flow Technology Germany GmbH’s voluntary recommended public cash tender offer for all shares in Plc Uutechnic Group Oyj; SPX Flow Technology Germany GmbH completes the tender offer
As previously announced, SPX Flow Technology Germany GmbH (the “Offeror“), a German limited liability company indirectly wholly owned by SPX FLOW, Inc., (“SPX FLOW“), a corporation incorporated under the laws of the State of Delaware in the United States, and Plc Uutechnic Group Oyj (“UTG“) have on 7 December 2020 entered into a combination agreement pursuant to which the Offeror has made a voluntary recommended public cash tender offer to purchase all of the issued and outstanding shares in UTG that are not owned by UTG or any of its subsidiaries (the “Shares” or, individually, a “Share“) (the “Tender Offer“). The Offeror has on 15 December 2020 published the tender offer document concerning the Tender Offer (the “Tender Offer Document“).
The acceptance period under the Tender Offer (the “Offer Period“) commenced on 15 December 2020 at 9:00 a.m. (Finnish time) and expired on 12 January 2021 at 4:00 p.m. (Finnish time).
The consideration offered for each Share in UTG validly tendered in the Tender Offer is EUR 0.60 in cash (the “Offer Price“).
As set out in the Tender Offer Document, the completion of the Tender Offer is subject to, among other things, the Offeror gaining control of more than 90% of the issued and outstanding Shares and votes in UTG (the “Minimum Acceptance Condition“).
According to the final result of the Tender Offer, the Shares which have been validly tendered (and not validly withdrawn) during the Offer Period represent 97.94% of all issued and outstanding Shares and votes in UTG. As the final result of the Tender Offer exceeds the Minimum Acceptance Condition and all other conditions to completion of the Tender Offer have been fulfilled or waived by the Offeror, the Offeror will complete the Tender Offer in accordance with the terms and conditions of the Tender Offer.
The sale and purchase of the Shares with respect to all shareholders who have validly accepted the Tender Offer during the Offer Period will be executed on or about 18 January 2021 and the completion trades of such Shares will be settled and the Offer Price will be paid in accordance with the terms and conditions of the Tender Offer on or about such date. The actual time of receipt of the payment will depend on the schedules of money transfer between financial institutions.
It is the Offeror’s intention to acquire all the issued and outstanding Shares and votes in UTG and cause UTG to apply for delisting of its Shares from the official list of Nasdaq Helsinki Ltd. As the Offeror’s holding in UTG will exceed 90% of the total number of Shares and votes in UTG after the settlement of the Shares validly tendered in the Tender Offer, the Offeror intends to initiate statutory redemption proceedings for the remaining Shares in UTG under the Finnish Companies Act (624/2006, as amended).
As set out in the Tender Offer Document, the Offeror may acquire Shares in UTG also in public trading on Nasdaq Helsinki Ltd or otherwise outside the Tender Offer.
In relation to UTG’s minority ownership in Japrotek Oy Ab (“Japrotek“), UTG, together with certain other parties, has agreed on an arrangement which is conditional on the Offeror declaring that the Offer Conditions of the Tender Offer have been satisfied or waived and which will be completed in connection with the completion of the Tender Offer, comprising (a) the disposal by UTG of all shares in Japrotek owned by UTG, constituting in total approximately 19% of all issued and outstanding shares in Japrotek, and the receivables under certain capital loans granted by UTG to Japrotek, (b) the release by Uurec Holding Oy of a guarantee granted by UTG in favour of Uurec Holding Oy with respect to Japrotek’s obligations under a lease agreement between Japrotek and Uurec Holding Oy, and (c) a guarantee granted to UTG by the purchaser of UTG’s shares in Japrotek for any liabilities realised under two counter guarantees granted by UTG to Turku District Co-operative Bank.
KPMG Oy Ab acts as financial adviser to the Offeror and SPX FLOW in connection with the Tender Offer. Evli Bank Plc acts as arranger in connection with the Tender Offer. Dittmar & Indrenius Attorneys Ltd. and Bryan Cave Leighton Paisner LLP act as legal advisers to the Offeror and SPX FLOW in connection with the Tender Offer.
Krogerus Attorneys Ltd acts as legal adviser to UTG in connection with the Tender Offer.
In Uusikaupunki January 15, 2021
Plc Uutechnic Group Oyj
Board of Directors
Hannu Kottonen, Chairman of the Board of Directors, Plc Uutechnic Group Oyj, +358 50 053 2235
Jouko Peräaho, CEO, Plc Uutechnic Group Oyj, +358 50 074 0808
About SPX FLOW, Inc.
Based in Charlotte, North Carolina, SPX FLOW, Inc. (NYSE: FLOW) innovates with customers to help feed and enhance the world by designing, delivering and servicing high value process solutions at the heart of growing and sustaining our diverse communities. The company’s product offering is concentrated in process technologies that perform mixing, blending, fluid handling, separation, thermal heat transfer and other activities that are integral to processes performed across a wide variety of sanitary and industrial markets. SPX FLOW had approximately $1.5 billion in 2019 annual revenues and has operations in more than 30 countries and sales in more than 100 countries. To learn more about SPX FLOW, please visit www.spxflow.com.
About UTG Mixing Group
UTG Mixing Group is a global technology group that provides competitive mixing solutions with a customer-oriented approach, minimizing life cycle costs. Its main customer sectors are the chemical, food, metallurgical and fertilizer industries, as well as environmental technology, water treatment and pharmaceuticals. The parent company of UTG Mixing Group is Plc Uutechnic Group Oyj, whose shares are listed on Nasdaq Helsinki. The business is carried out in the subsidiaries of the group, Uutechnic Oy and Stelzer Rührtechnik International GmbH.
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, NEW ZEALAND OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS 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 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 CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, NEW ZEALAND OR HONG KONG. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE 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.
THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, AND SHARES WILL NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF ANY PERSONS, IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES LAWS OR OTHER LAWS OR REGULATIONS OF SUCH JURISDICTION OR WOULD REQUIRE REGISTRATION, APPROVAL, OR FILING WITH ANY REGULATORY AUTHORITY NOT EXPRESSLY CONTEMPLATED BY THE TENDER OFFER DOCUMENT. THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS AND ANY AND ALL OTHER MATERIALS RELATED THERETO WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE IT WOULD BE PROHIBITED BY THE APPLICABLE LAWS AND REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, NEW ZEALAND OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, NEW ZEALAND OR HONG KONG. ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER DIRECTLY OR INDIRECTLY VIOLATING THESE RESTRICTIONS WILL BE INVALID.
THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER IS NOT BEING MADE AND HAVE NOT BEEN APPROVED BY AN AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 (“FSMA”). ACCORDINGLY, THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE COMMUNICATION OF THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER IS EXEMPT FROM THE RESTRICTION ON FINANCIAL PROMOTIONS UNDER SECTION 21 OF THE FSMA ON THE BASIS THAT IT IS A COMMUNICATION BY OR ON BEHALF OF A BODY CORPORATE WHICH RELATES TO A TRANSACTION TO ACQUIRE DAY TO DAY CONTROL OF THE AFFAIRS OF A BODY CORPORATE; OR TO ACQUIRE 50 PER CENT OR MORE OF THE VOTING SHARES IN A BODY CORPORATE (SUCH PERCENTAGE INCLUDING VOTING SHARES IN SUCH BODY CORPORATE ALREADY HELD BY THE BODY CORPORATE ACQUIRING SUCH VOTING SHARES), WITHIN ARTICLE 62 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005.
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.
Notice to U.S. Shareholders
U.S. shareholders are advised that the shares are not listed on a U.S. securities exchange that is registered under the U.S. Securities Exchange Act of 1934 (the “Exchange Act“), and that UTG is not subject to the periodic reporting requirements of Exchange Act and is therefore not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC“) thereunder. The Tender Offer is made to UTG’s shareholders resident in the United States on the same terms and conditions as those on which it is made to all other shareholders of UTG to whom an offer is made. Any information documents, including the Tender Offer Document, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to UTG’s other shareholders.
The Tender Offer is made for the issued and outstanding shares in UTG, which is domiciled in Finland. Information distributed in connection with the Tender Offer is subject to the disclosure and other applicable requirements of Finland, which are different from those of the United States. In particular, the financial statements and financial information to be included in the Tender Offer Document have been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statement requirements or financial information of U.S. companies.
It may be difficult for UTG’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since the Offeror and UTG are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. UTG’s shareholders may not be able to sue the Offeror or UTG or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. It may be difficult to compel the Offeror and UTG and their respective affiliates to subject themselves to a U.S. court’s judgement.
The Tender Offer is made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act as a “Tier II” tender offer, and otherwise in accordance with the requirements of Finnish law. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, waiver of conditions, the offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.
To the extent permissible under applicable law or regulations, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Tender Offer, directly or indirectly, purchase or arrange to purchase, shares or any securities that are convertible into, exchangeable for or exercisable for such shares. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of UTG of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of UTG, which may include purchases or arrangements to purchase such securities.
The receipt of cash pursuant to the Tender Offer by a U.S. shareholder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Tender Offer.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, or passed any comment upon the adequacy or completeness of the Tender Offer Document. Any representation to the contrary is a criminal offence in the United States release.