Plc Uutechnic Group Oyj: SPX Flow Technology Germany GmbH commences its voluntary recommended public cash tender offer for all shares in Plc Uutechnic Group Oyj on 15 December 2020
Plc Uutechnic Group Oyj Stock Exchange Release 14 December 2020 at 02:05 pm
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 commences its voluntary recommended public cash tender offer for all shares in Plc Uutechnic Group Oyj on 15 December 2020
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 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“).
The Finnish Financial Supervisory Authority has today approved the Finnish language version of the tender offer document relating to the Tender Offer (the “Tender Offer Document“).
The acceptance period under the Tender Offer (the “Offer Period“) will commence on 15 December 2020 at 9:00 a.m. (Finnish time) and expire on 12 January 2021 at 4:00 p.m. (Finnish time), unless the Offer Period is extended in accordance with the terms and conditions of the Tender Offer.
The Tender Offer Document will be available in Finnish on the internet at www.evli.com/uutechnic as of 15 December 2020 and at the offices of Evli Bank Plc (“Evli”) at Aleksanterinkatu 19 A, 00101 Helsinki, Finland, on or about 15 December 2020. The English language version of the Tender Offer Document will be available on the internet at www.evli.com/uutechnic-en as of 15 December 2020.
The consideration offered for each share in UTG validly tendered in the Tender Offer is EUR 0.60 in cash (the “Offer Price“).
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 Board of Directors of UTG has, in their statement issued in accordance with Chapter 11, Section 13 of the Finnish Securities Markets Act (746/2012, as amended), unanimously decided to recommend that the shareholders of UTG accept the Tender Offer. The statement containing the recommendation was published on 8 December 2020 and it has been included as an annex to the Tender Offer Document.
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. Therefore, the shareholders of UTG should ensure that acceptance forms are submitted prior to the expiry of the Offer Period on 12 January 2021 if they wish to accept the Tender Offer, as the Offeror may decide not to complete the Tender Offer in accordance with the terms and conditions of the Tender Offer if, for instance, the 90% acceptance conditions is not met. The Tender Offer is subject to merger control clearance in Germany, and the Offeror estimates that the necessary regulatory approval will be obtained prior to the expiry of the initial Offer Period.
Most of the Finnish book-entry account operators are expected to send a notice of the Tender Offer, including instructions related thereto and an acceptance form to such shareholders of UTG who are customers of the account operator and registered in UTG’s shareholders’ register maintained by Euroclear Finland Ltd. Shareholders who have not received such instructions or an acceptance form from their account operator should primarily contact their account operator. Secondarily, such shareholders can contact Evli sending an email to , where the shareholders can receive information for submitting their acceptance.
A shareholder of UTG whose shareholdings are registered in the name of a nominee and who wishes to accept the Tender Offer shall provide their acceptance in accordance with the instructions given by the administrator managing the nominee registration. The Offeror will not send an acceptance form or any other documents related to the Tender Offer to such shareholders of UTG.
The Offeror will announce the preliminary result of the Tender Offer on or about the first (1st) Finnish banking day following the expiry of the Offer Period (including any extension or suspension thereof). In connection with the announcement of the preliminary result, the Offeror will announce whether the Offer Period will be extended or whether the Tender Offer will be completed subject to the conditions to completion being fulfilled or waived on the date of announcement of the final result of the Tender Offer. The Offeror will announce the final result of the Tender Offer on or about the third (3rd) Finnish banking day following the expiry of the Offer Period (including any extension thereof). In the announcement of the final result the Offeror will confirm (i) the percentage of the shares which have been validly tendered and not validly withdrawn and (ii) whether the Tender Offer will be completed.
To the extent permitted under applicable laws and regulations, the Offeror reserves the right to acquire shares in UTG in public trading on Nasdaq Helsinki Ltd 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.
In the event of an extended Offer Period, the Offeror shall in connection with the announcement of thereof announce the terms of payment and settlement for the shares tendered during the extended Offer Period. The completion trades of shares validly tendered in accordance with the terms and conditions of the Tender Offer during an extended Offer Period shall, however, be executed at least within two (2) week intervals.
The terms and conditions of the Tender Offer are enclosed in their entirety to this stock exchange release (Appendix).
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 December 14, 2020
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, +358 500 740 808
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.