Legal Proceedings Report • Dec 21, 2023
Legal Proceedings Report
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Georg Fischer AG ("GF") has, with an application dated November 17, 2023, requested that the Redemption Committee of the Finland Chamber of Commerce appoint an arbitral tribunal to resolve upon matters pertaining to the redemption of Uponor Corporation's ("Uponor") minority shares. The said application and the letter of the Redemption Committee of the Finland Chamber of Commerce relating thereto will be mailed to all known minority shareholders of Uponor together with this notice.
On June 12, 2023, GF announced a voluntary recommended public cash tender offer (the "Tender Offer") as set out in the Finnish Securities Market Act for all issued and outstanding shares in Uponor. As at the time of the announcement of the Tender Offer GF did not hold any shares or votes in Uponor. The price offered for each Uponor share validly tendered in the Tender Offer was EUR 28.85 in cash, which was adjusted in accordance with terms and conditions of the Tender Offer to EUR 28.50, as of September 12, 2023, due to Uponor's dividend payment. As a result of the completion of the Tender Offer in respect of the total of 59,074,059 shares in Uponor and taking into account the total of 9,142,235 shares otherwise acquired by GF in conjunction with the Tender Offer by November 15, 2023 (in total 68,216,294 shares), GF's holding therefore increased to 93.7 percent of Uponor's issued and outstanding shares and votes. The subsequent offer period of the Tender Offer ended on November 21, 2023, and 2,432,047 Uponor's shares were tendered during the subsequent offer period. Between November 15, 2023 and November 24, 2023, GF acquired in total of 90,556 shares. As a result of the above, GF's holding increased to 97.1 percent of Uponor's issued and outstanding shares and votes.
Inasmuch as GF's shareholding in Uponor has increased above 90 percent of the issued and outstanding shares and votes in Uponor, a redemption right and obligation, as set out in Chapter 18, Section 1 of the Finnish Companies Act, has arisen for GF over Uponor's shares held by other shareholders of Uponor.
GF has notified Uponor of its redemption right and obligation on November 13, 2023. Information regarding the arising of the redemption right and obligation in Uponor has been recorded with the Finnish Trade Register on November 17, 2023.
In its application, GF demands that the arbitral tribunal, among other things, confirms that GF's redemption right over Uponor's minority shares is clear, confirms that GF has the right to gain possession of Uponor's minority shares by posting a security approved by the arbitral tribunal for the payment of the redemption price and confirms that the redemption price corresponds to the price in the Tender Offer that preceded the arising of the redemption right, that is, EUR 28.50 per share.
As a result of GF's application, the Redemption Committee of the Finland Chamber of Commerce has petitioned the district court of Helsinki for the appointment of a trustee to look after the interests of Uponor's minority shareholders during the redemption process.
With its decision H 23/52733 given on December 20, 2023, the District Court of Helsinki has appointed attorney-at-law Jasse Ritakallio, in accordance with his consent, to act as such trustee. The contact details of the trustee are:
Attorney-at-law Jasse Ritakallio Lindfors & Co Attorneys at Law Ltd. Aleksanterinkatu 17 FI-00100, Helsinki, Finland Telephone: +358 40 511 0939 e-mail: [email protected]
In Helsinki, Finland on December 21, 2023
Georg Fischer AG
Timo Airisto Jenni Nygård
Attorney-at-Law, Helsinki Attorney-at-Law, Helsinki
As attorneys-in-fact of Georg Fischer AG
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