Disclaimer

Due to restrictions under applicable securities laws, the information contained herein is not for release, publication or distribution, in whole or in part, in certain jurisdictions.

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Disclaimer

Access to the information and documents on this website is restricted for regulatory reasons. 

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY, DIRECTLY OR INDIRECTLY, ANY PERSONS LOCATED IN CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR NEW ZEALAND, OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

This website and the information contained herein are not intended for, and must not be accessed by, or distributed or disseminated to, persons residing or physically present in Canada, Japan, Australia, South Africa, Hong Kong or New Zealand, or in any other jurisdiction in which it would be unlawful. Access to the information and documents contained on this website may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons residing outside of Canada, Japan, Australia, South Africa, Hong Kong or New Zealand who wish to have access to the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of securities by them. Neither Plc Uutechnic Group Oyj (“UTG”) nor SPX Flow Technology Germany GmbH (the "Offeror") assumes any responsibility if there is a violation of applicable law or regulations by any person.

Disclaimer

Access to the information and documents on this website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you access this restricted information.

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY, DIRECTLY OR INDIRECTLY, ANY PERSONS LOCATED IN CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR NEW ZEALAND, OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

This website and the information contained herein are not intended for, and must not be accessed by, or distributed or disseminated to, persons residing or physically present in Canada, Japan, Australia, South Africa, Hong Kong or New Zealand, or in any other jurisdiction in which it would be unlawful. Access to the information and documents contained on this website may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons residing outside of Canada, Japan, Australia, South Africa, Hong Kong or New Zealand who wish to have access to the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of securities by them. Neither Plc Uutechnic Group Oyj (“UTG”) nor SPX Flow Technology Germany GmbH (the "Offeror") assumes any responsibility if there is a violation of applicable law or regulations by any person.

The tender offer (the “Tender Offer”) is not being made and the shares will not be accepted for purchase from or on behalf of persons, directly or indirectly in any jurisdiction where making or acceptance of such Tender Offer would be prohibited by applicable laws or regulations or would require any registration, approval or further measures with any regulatory authority not expressly contemplated by the tender offer document. The tender offer document and related acceptance forms as well as other related material 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, telex, telephone or the internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of, Canada, Japan, Australia, South Africa, Hong Kong or New Zealand. The Tender Offer cannot be accepted, directly or indirectly, by any such use, means or instrumentality or from within, Canada, Japan, Australia, South Africa Hong Kong or New Zealand. Any purported acceptance of the Tender Offer that is a direct or indirect consequence of a breach or violation of these restrictions shall be null and void.

The full terms and conditions of the Tender Offer will be set out in the tender offer document. In deciding whether or not to accept the Tender Offer, shareholders of UTG should rely only on the information provided in the tender offer document.

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 the 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 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, 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.

Notice to Shareholders in the United Kingdom

The Tender Offer and the information and documents contained on this website are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (“FSMA”). Accordingly, the information and documents contained on this website are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the information and documents contained on this website 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, within article 62 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Confirmation

By clicking on the link below, you confirm that you have read, understand and agree to comply with all of the restrictions set forth above and that your country of residence and current location is not Canada, Japan, Australia, South Africa, Hong Kong or New Zealand or any other jurisdiction in which such a distribution or such access is unlawful.

SPX Flow Technology Germany’s voluntary recommended public tender offer for all shares in Plc Uutechnic Group Oyj

SPX Flow Technology Germany GmbH (the “Offeror”) and Plc Uutechnic Group Oyj (“UTG” or the “Company”) have on 7 December 2020 entered into a combination agreement pursuant to which the Offeror will make a voluntary recommended public tender offer to purchase all issued and outstanding shares in UTG that are not held by the Company or any of its subsidiaries (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 acceptance period for the Tender Offer (the “Offer Period”) will commence on 15 December 2020 at 9:00 (Finnish time) and expire on 12 January 2020 at 16:00 (Finnish time), unless the Offer Period is extended.
  • 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 ("Euroclear"). 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 Bank Plc ("Evli") by sending an email to operations@evli.com, where the shareholders can receive information for submitting their acceptance.
  • All shareholders of UTG who are registered as holders of Shares in the shareholders' register of UTG and who wish to accept the Tender Offer must submit their acceptance to the account operator that manages their book-entry account according to the instructions and within the time limit given by the account operator. In case such account operator does not accept acceptance forms, such shareholder shall primarily contact their own bank to give their acceptance of the Tender Offer, or secondarily contact Evli by sending an email to operations@evli.com for further information. The acceptance shall be submitted so that it will be received within the Offer Period (including any extension or suspension thereof), however, in accordance with instructions given by the account operator. In the event of a Subsequent Offer Period, the acceptance form must be submitted in such manner that it is received during the Subsequent Offer Period, subject to and in accordance with the instructions of the account operator. An account operator may request a shareholder of UTG to deliver the acceptance prior to the expiry of the Offer Period or a Subsequent Offer Period.
  • For more details about the Tender Offer, please see the tender offer document.

Certain key dates

The following timetable sets forth certain key dates relating to the Tender Offer, provided that the Offer Period has not been extended in accordance with the terms and conditions of the Tender Offer:

7 December 2020
Announcement of the Offeror's decision to launch the Tender Offer

15 December 2020
Offer Period commences

12 December 2021
Offer Period expires (estimated)

13 December 2021
Announcement of the preliminary result of the Tender Offer (estimated)

15 December 2021
Announcement of the final result of the Tender Offer (estimated)

18 December 2021
Payment of the Offer Price (estimated) (actual time of receipt of the payment will depend on the schedules of money transaction between financial institutions)