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Plc Uutechnic Group Oyj: SPX Flow Technology Germany GmbH announces a voluntary recommended public cash tender offer for all shares in Plc Uutechnic Group Oyj

Plc Uutechnic Group Oyj Inside information 7 December 2020 at 9:05 am

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.

SPX Flow Technology Germany GmbH announces a voluntary recommended public cash tender offer for all shares in Plc Uutechnic Group Oyj

SPX Flow Technology Germany GmbH (the “Offeror“) is 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. The Offeror and Plc Uutechnic Group Oyj (“UTG“) have on 7 December 2020 entered into a combination agreement (the “Combination Agreement“) pursuant to which the Offeror will make 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 “Tender Offer“). In the Tender Offer, UTG’s shareholders will be offered a cash consideration of EUR 0.60 for each share, valuing UTG’s equity on the date of this stock exchange release at approximately EUR 33.9 million. The Board of Directors of UTG has unanimously decided to recommend that the shareholders of UTG accept the Tender Offer.

THE TENDER OFFER IN BRIEF

The consideration offered for each share in UTG validly tendered in the Tender Offer is EUR 0.60 in cash (the “Offer Price“).
The Offer Price represents a premium of approximately:
- 39.5% compared to the closing price of the UTG share on Nasdaq Helsinki Ltd (“Nasdaq Helsinki“) on 4 December 2020, the last trading day prior to the announcement of the Tender Offer;
- 40.1% compared to the volume-weighted average trading price of the UTG shares on Nasdaq Helsinki during the three-month period preceding the date of the announcement of the Tender Offer; and
- 47.5% compared to the volume-weighted average trading price of the UTG shares on Nasdaq Helsinki during the six-month period preceding the date of the announcement of the Tender Offer.
The Board of Directors of UTG has unanimously decided to recommend that the shareholders of UTG accept the Tender Offer.
The following major shareholders of UTG, Timo Lindström, Jouko Peräaho, Mikko Laakkonen, HML Finance Oy, UuCap Oy, Joensuun Kauppa ja Kone Oy, Jonni Peräaho, Ilona Lindström, Risto Lindström and Bark Road Invest Oy, together representing approximately 85.32% of all issued and outstanding shares and votes in UTG, have irrevocably undertaken to accept the Tender Offer.
The completion of the Tender Offer is subject to certain customary conditions to be fulfilled or waived by the Offeror on or by the date of the Offeror’s announcement of the final result of the Tender Offer, including, among other things, the Offeror gaining control of more than 90% of the issued and outstanding shares and votes in UTG on a fully diluted basis and the obtaining of all necessary regulatory approvals.
The Offeror has sufficient financing for the Tender Offer through access to cash reserves and financing facilities of the SPX FLOW group. The completion of the Tender Offer is not conditional upon availability of financing.
The Offeror will on or about 14 December 2020 publish a tender offer document (the “Tender Offer Document“) with detailed information about the Tender Offer and information on how to accept the Tender Offer.
The offer period under the Tender Offer (the “Offer Period“) is expected to commence on or about 15 December 2020 and expire on or about 12 January 2021, unless the Offer Period is extended in accordance with the terms and conditions of the Tender Offer.
Should the Offeror obtain more than 90% of the total number of issued and outstanding shares in UTG and voting rights attached thereto, the Offeror intends to initiate squeeze-out proceedings under the Finnish Companies Act (624/2006, as amended) to redeem all the remaining shares, and thereafter cause UTG to apply for the delisting of its shares from the official list of Nasdaq Helsinki as soon as permitted and reasonably practicable under applicable laws and regulations.
Should UTG change the number of issued and outstanding shares as a result of a new share issue, reclassification, share split (including a reverse split) or any other similar transaction with dilutive effect, or should UTG distribute a dividend or otherwise distribute funds or any other assets to its shareholders, or if a record date with respect to any of the foregoing shall occur prior to the completion of the Tender Offer, the Offer Price shall be adjusted accordingly on a euro-for-euro basis on the gross value declared or made, before the deduction of any withholding tax and/or any other applicable taxes.
The Offeror and UTG have undertaken to comply with the Helsinki Takeover Code published by the Securities Market Association.

On the date of this stock exchange release, UTG has 56,501,730 shares, all of which are outstanding shares, and neither the Offeror nor any party acting in concert with it as referred to in Chapter 11, Section 5 of the Finnish Securities Markets Act (746/2012, as amended) (the “SMA“) holds any shares or voting rights in UTG. The Offeror reserves the right to acquire shares in UTG in public trading on Nasdaq Helsinki or otherwise before, during and/or after the Offer Period (including any extension thereof and any subsequent offer period) or otherwise outside the Tender Offer.

BACKGROUND AND REASONS FOR THE TENDER OFFER

SPX FLOW is a corporation incorporated under the laws of the State of Delaware in the United States and headquartered in Charlotte, North Carolina. SPX FLOW’s product offering is concentrated in rotating, actuating and hydraulic technologies, as well as automated process systems, for the food, beverage, and industrial markets. SPX FLOW had approximately USD 1.5 billion in annual revenues in fiscal year 2019 with operations in more than 30 countries and customers in more than 100 nations. SPX FLOW is stock-listed on the New York Stock Exchange under the symbol “FLOW”, and currently has a market capitalization of approximately USD 2.2 billion.

The Offeror is a limited liability company incorporated under the laws of Germany, and is an indirectly wholly-owned subsidiary of SPX FLOW.

UTG, founded in 1983, is a technology company offering mixing solutions that minimize lifecycle costs by brining global expertise in the process industries to customers locally. UTG agitators and mixers are designed for the most demanding environments in which reliable performance is essential for achieving a successful process. UTG operates globally and its main customer sectors are the chemical, food, metallurgical and fertilizer industries, as well as environmental technology, water treatment and pharmaceuticals. In 2019, UTG group reported revenues of approximately EUR 16.8 million and an operating result of approximately EUR 0.9 million. The shares in UTG are listed on the official list of Nasdaq Helsinki under the symbol “UUTEC”.

SPX FLOW considers UTG an attractive company with a strong product offering and brands within mixing technology. Together, SPX FLOW and UTG will be uniquely positioned to capture profitable growth through UTG’s complementary channels and end markets in Central and Northern Europe, SPX FLOW’s access to North American and Asia-Pacific markets, sale of UTG’s products to SPX FLOW’s customers in Europe, and cross-selling of key SPX FLOW products to UTG customers (e.g., Lightnin portables), along with the ability to leverage SPX FLOW’s scale and practices to improve margins and aftermarket penetration.

The completion of the Tender Offer is not expected to have any immediate material effects on UTG’s operations, assets or location of offices, or the position of its management or employees, or relations with its customers and partners. However, as is customary, the Offeror intends to change the composition of the Board of Directors of UTG after the completion of the Tender Offer.

Commenting on the Tender Offer, Marc Michael, CEO, SPX FLOW:

“We are excited about the potential growth and synergy opportunities presented by bringing UTG Mixing Group into the SPX FLOW family. UTG’s products, skilled team members, technical expertise, manufacturing and sales channels align well with our strategy to grow our core business in mixers, pumps, and valves. We expect this acquisition to add valuable additional capability and range to our global portfolio of process solutions and increase our presence in the European market.”

Commenting on the Tender Offer, Jouko Peräaho, CEO, UTG:

“We are very excited to join the SPX FLOW team. For UTG, becoming a part of SPX FLOW will open new global sales channels for the Uutechnic, Stelzer and Jamix brands, and provide access to the best practices of a global process solution provider. We believe that the expertise of UTG in the chemical, food, metallurgical and fertilizer industries, as well as environmental technology, water treatment and pharmaceuticals, and our strong presence in Europe will prove to be beneficial for both SPX FLOW and UTG.”

RECOMMENDATION BY THE BOARD OF DIRECTORS AND SUPPORT BY MAJOR SHAREHOLDERS

The Board of Directors of UTG has unanimously decided to recommend that the shareholders of UTG accept the Tender Offer. The Board of Directors will issue its complete statement on the Tender Offer in accordance with Chapter 11, Section 13 of SMA before the commencement of the Offer Period. To support its assessment of the Tender Offer, the Board of Directors of UTG has received a fairness opinion from Aalto Capital Partners Ltd to the effect that the consideration to be offered to the shareholders is fair from a financial point of view. The fairness opinion will be attached to the statement of the Board of Directors of UTG.

The following major shareholders of UTG, Timo Lindström, Jouko Peräaho, Mikko Laakkonen, HML Finance Oy, UuCap Oy, Joensuun Kauppa ja Kone Oy, Jonni Peräaho, Ilona Lindström, Risto Lindström and Bark Road Invest Oy, have irrevocably undertaken to accept the Tender Offer.

CONDITIONS TO COMPLETION

The obligation of the Offeror to complete the Tender Offer will be conditional upon the satisfaction or, if permitted by applicable laws and regulations, waiver by the Offeror of the following conditions (the “Offer Conditions“) on or prior to the date of the Offeror’s announcement of the final result of the Tender Offer:

the Tender Offer has been validly accepted to such an extent that upon completion of the purchases of shares pursuant to the Tender Offer, the Offeror would hold more than 90% of all issued and outstanding shares and votes in UTG calculated in accordance with Chapter 18, Section 1 of the Finnish Companies Act on a fully diluted basis;
all consents, approvals, authorisations and registrations required to be obtained from the applicable governmental, regulatory or supervisory authorities or bodies to consummate the Tender Offer (the “Regulatory Approvals“) have been obtained on conditions which do not materially reduce the value of the transaction contemplated by the Tender Offer Document, and any waiting period (and any extension thereof) for the consummation of the Tender Offer under any applicable laws or regulations has expired or has otherwise ended;
no court or regulatory or supervisory authority of competent jurisdiction has given an order or commenced any regulatory actions preventing, postponing or materially challenging the consummation of the Tender Offer or preventing the Tender Offer to produce its intended effects;
no material adverse change has occurred after the announcement of the Tender Offer;
the Offeror has not, after the announcement of the Tender Offer, (a) received new information that results in or constitutes, or that can reasonably be expected to result in or constitute, a material adverse change, or (b) been informed that information it has previously received from UTG or its subsidiaries is untrue or misleading, provided that the foregoing results in or constitutes, or can reasonably be expected to result in or constitute, a material adverse change;
UTG has not failed to make public any information that should have been made public by UTG under applicable laws and regulations, provided that such failure to disclose results in or constitutes, or can reasonably be expected to result in or constitute, a material adverse change;
the Board of Directors of UTG has, in its statement issued pursuant to Chapter 11, Section 13 of the SMA, decided to recommend that the shareholders of UTG accept the Tender Offer and has not withdrawn or amended the recommendation (excluding any technical modification or amendment of the recommendation required under applicable laws or the Helsinki Takeover Code so long as the recommendation to accept the Tender Offer is upheld);
no third party has taken or proposed to take any other action which would prevent or materially delay the Tender Offer;
the irrevocable undertakings by each of the major shareholders to accept the Tender Offer remain in full force and effect in accordance with their terms and have not been withdrawn or amended; and
the Combination Agreement has not been terminated by either party and it remains in full force and effect.

The Offeror shall only invoke any of the Offer Conditions so as to cause the Tender Offer not to proceed, to lapse or to be withdrawn if the circumstances which give rise to the right to invoke the relevant Offer Condition have a significant meaning to the Offeror in view of the Tender Offer, as referred to in the Regulations and Guidelines 9/2013 (FIVA 10/01.00/2013) issued by the Finnish Financial Supervisory Authority and the Helsinki Takeover Code.

REGULATORY APPROVALS

The Offeror will, as soon as reasonably practicable, make all submissions, notifications and filings required to obtain all necessary Regulatory Approvals from relevant authorities in all jurisdictions where required under applicable laws and regulations.

Based on currently available information, the Offeror expects the Tender Offer to be subject to merger control clearance in Germany, and estimates that the necessary regulatory approval will be obtained prior to the expiry of the initial Offer Period. If all necessary regulatory approvals have not been obtained prior to the expiry of the initial Offer Period, the Offeror will extend the Offer Period in accordance with, and subject to, the terms and conditions of the Tender Offer and applicable laws, in order to satisfy the Offer Conditions, including obtaining merger control clearances.

COMBINATION AGREEMENT

The Combination Agreement between the Offeror and UTG sets forth the principal terms under which the Offeror will make the Tender Offer.

The Combination Agreement includes certain customary representations, warranties and undertakings by the parties, including an undertaking by UTG to continue to conduct its business in the ordinary course until the completion of the Tender Offer, and cooperation by the parties in obtaining necessary third-party consents and waivers.

Should the Offeror obtain more than 90% of the issued and outstanding shares and votes in UTG, the Offeror intends to initiate statutory redemption proceedings under the Finnish Companies Act in order to redeem all the remaining shares and thereafter cause UTG to apply for the delisting of its shares from the official list of Nasdaq Helsinki as soon as permitted and reasonably practicable under applicable laws and regulations.

Under the Combination Agreement, if the Board of Directors of UTG decides, acting reasonably and in good faith and having received advice from a reputable external legal counsel, that, due to materially changed circumstances, the acceptance of the Tender Offer would no longer be in the best interest of UTG and/or the shareholders of UTG, the Board of Directors of UTG may, at any time prior to the completion of the Tender Offer, withdraw, modify or amend its recommendation or take actions contradictory to the recommendation. The Board of Directors may withdraw, modify or amend its recommendation in accordance with the above only if, prior to such withdrawal, modification or amendment, the Board of Directors of UTG has complied with certain agreed procedures providing the Offeror with a reasonable opportunity to negotiate with the Board of Directors of UTG on such actions; and provided further that, if such action by the Board of Directors of UTG is connected to a superior offer, the Board of Directors of UTG has given the Offeror a reasonable opportunity to agree with the Board of Directors of UTG on improving the Tender Offer pursuant to the Combination Agreement.

UTG has undertaken not to solicit, directly or indirectly, any inquiries or facilitate any proposal or offer that either constitutes, or may reasonably be expected to lead to, any competing transaction or which otherwise hinders, or may reasonably be expected to hinder, the completion of the Tender Offer.

The Combination Agreement may be terminated and the transaction abandoned by UTG or the Offeror under certain circumstances, including, among other things, if a competent court or a governmental entity has given an order preventing the consummation of the Tender Offer, or upon a material breach of any of the parties’ representations and warranties, covenants or any covenant or any other term under the Combination Agreement, and if such breach has not been remedied (if capable of remedy) within a certain agreed time.

If the Combination Agreement is terminated in connection with the Board of Directors of UTG withdrawing, modifying or amending, or publicly proposing to withdraw, modify or amend its recommendation for the Tender Offer, or approving or recommending, or publicly proposing to approve or recommend, or announcing a neutral position to a competing proposal, and if not rectified within a certain agreed time, UTG has undertaken to reimburse to the Offeror an amount of EUR 1,000,000 as compensation for the Offeror’s expenses incurred in connection with and/or as a result of the Combination Agreement and the Tender Offer.

If the Combination Agreement is terminated by the Offeror due to UTG having materially breached of any of UTG’s obligations under the Combination Agreement, and if such breach has not been remedied (if capable of remedy) within a certain agreed time, UTG has undertaken to reimburse to the Offeror an amount of EUR 300,000 as compensation for the Offeror’s expenses incurred in connection with and/or as a result of the Combination Agreement and the Tender Offer.

If the Combination Agreement is terminated by UTG (or UTG would have been entitled to terminate the Combination Agreement) due to a court of competent jurisdiction or a governmental entity having given an order preventing the consummation of the Tender Offer or preventing the Tender Offer to produce its intended effects or if a law or other legal restraint or prohibition makes the consummation of the Tender Offer illegal or permanently restrains, enjoins or otherwise prevents the consummation thereof, the Offeror has undertaken to reimburse UTG an amount of EUR 250,000 as compensation for the Offeror’s expenses incurred in connection with and/or as a result of the Combination Agreement and 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.

ADVISERS

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.

Further information
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.

IMPORTANT INFORMATION

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.

In Uusikaupunki December 7, 2020
PLC UUTECHNIC GROUP OYJ

Board of Directors

Further information:

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
www.utgmix.com