Fintech PR
GF Adjusts the Offer Price to EUR 28.50 per Share in its Tender Offer for All Shares in Uponor Due to Uponor’s EUR 0.35 Dividend
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THIS TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
HELSINKI, Sept. 8, 2023 /PRNewswire/ — As previously announced, Georg Fischer Ltd. (“GF” or the “Offeror“) and Uponor Corporation (“Uponor” or the “Company“) have entered into a combination agreement pursuant to which the Offeror has made a voluntary recommended public cash tender offer for all the issued and outstanding shares in Uponor (the “Shares” or, individually, a “Share“) that are not held by Uponor or any of its subsidiaries (the “Tender Offer“) at a price of EUR 28.85 per share for each Share validly tendered in the Tender Offer (the “Offer Price“). The Offeror has on June 22, 2023, published a tender offer document, dated June 22, 2023, and published the first supplement document to the tender offer document on July 25, 2023, concerning the Tender Offer (the tender offer document, as supplemented from time to time, the “Tender Offer Document“). The offer period for the Tender Offer commenced on June 26, 2023, at 9:30 a.m. (Finnish time) and will expire on October 31, 2023, at 4:00 p.m. (Finnish time), unless the offer period is further extended or any extended offer period is discontinued as described in the terms and conditions of the Tender Offer.
As set out in the terms and conditions of the Tender Offer, should the Company 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 occurs prior to the Completion Date (as defined in the Tender Offer Document), the Offer Price payable by the Offeror shall be adjusted accordingly on a euro-for-euro basis, including for the payment of EUR 0.35 per outstanding Share as dividend based on the resolution of the annual general meeting of shareholders of the Company on March 17, 2023, in which case the Offer Price shall be reduced accordingly.
On March 17, 2023, the annual general meeting of shareholders of Uponor approved the proposal of Uponor’s Board of Directors according to which a dividend of EUR 0.69 per share will be paid from the distributable funds of Uponor for the financial year 2022. The dividend will be paid in two instalments. The first instalment of EUR 0.34 per share was paid on March 28, 2023, and the second instalment of EUR 0.35 per share will be paid on September 20, 2023. The second instalment will be paid to each shareholder registered as a shareholder in the shareholder register maintained by Euroclear Finland Ltd on the record date of the dividend payment on September 13, 2023. As a result of the dividend, the Offer Price in the Tender Offer will be adjusted as of September 12, 2023 (i.e., the ex-dividend date for said dividend payment), so that the Offer Price is EUR 28.50 per Share, subject to any further adjustments.
Shareholders of Uponor who have already tendered their Shares in the Tender Offer do not have to re-tender their Shares or take any other action as a result of the adjustment of the Offer Price. All shareholders who have validly tendered their Shares in Uponor will receive the adjusted Offer Price if the Tender Offer is completed.
Media and Investor Enquiries, GF
Media
Beat Römer, Head Corporate Communications, GF
[email protected]
+41 (0) 79 290 04 00
Analysts and Investors
Daniel Bösiger, Head Investor Relations, GF
[email protected]
+41 (0) 79 251 66 24
Media Contacts in Finland
Niko Vartiainen, Principal Consultant, Tekir Ltd
[email protected]
+358 (0) 50 529 4299
Media and Investor Enquiries, Uponor
Franciska Janzon, Senior Vice President, Corporate Communications/IR, Uponor
[email protected]
+358 (0) 20 129 2821
Information about the Tender Offer is made available at https://goingforward-movingwater.georgfischer.com.
For administrative questions regarding the Tender Offer, please contact your bank or nominee where you have your Shares registered.
About GF
With its three divisions GF Piping Systems, GF Casting Solutions, and GF Machining Solutions, GF offers products and solutions that enable the safe transport of liquids and gases, as well as lightweight casting components and high-precision manufacturing technologies. As a sustainability and innovation leader, GF has strived to achieve profitable growth while offering superior value to its customers for more than 200 years. Founded in 1802, GF is headquartered in Switzerland and present in 34 countries with 138 companies, 60 of which are production companies with 83 facilities. For the year ended December 31, 2022, GF’s 15,207 employees worldwide generated sales of EUR 4.1 billion (CHF 4.0 billion).
About Uponor
Uponor is a leading global provider of solutions that efficiently and effectively move water through cities, buildings, and homes. Uponor helps customers in residential and commercial construction, municipalities, and utilities, be more productive – and continuously find new ways to conserve, manage and provide water responsibly, unlocking its potential to provide comfort, health, and efficiency. Uponor’s safe drinking water, energy-efficient radiant heating and cooling systems, and reliable infrastructure solutions are sold in more than 80 countries. Uponor employs approximately 3,750 professionals in 26 countries in Europe and North America. In 2022, Uponor’s net sales totaled approximately EUR 1.4 billion. Uponor is based in Finland and listed on Nasdaq Helsinki.
Important Information
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA 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 BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. 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 THE TENDER OFFER OR ACCEPTANCE THEREOF 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 IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW.
THIS 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 RELEASE HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.
Information for Shareholders of Uponor in the United States
The Tender Offer is made for the issued and outstanding shares in Uponor, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is made in the United States in compliance with Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act“) and the applicable rules and regulations promulgated thereunder, including Regulation 14E (in each case, subject to any exemptions or relief therefrom, if applicable) and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. Shareholders in the United States are advised that the Shares are not listed on a U.S. securities exchange and that Uponor is not subject to the periodic reporting requirements of the Exchange Act and is 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 Uponor’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Uponor to whom an offer is made. Any information documents, including this release, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Uponor’s other shareholders.
To the extent permissible under applicable law or regulations, including Rule 14e-5 under the Exchange Act, the Offeror and its affiliates or its brokers and its broker’s affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time after the date of this release and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer and combination, directly or indirectly, purchase or arrange to purchase, the Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. 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 stock exchange or press release or other means reasonably calculated to inform U.S. shareholders of Uponor of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of Uponor, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, passed upon the merits or fairness of the Tender Offer, or passed any comment upon the adequacy, accuracy or completeness of this release. Any representation to the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares 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 holder of Shares is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Tender Offer.
It may be difficult for Uponor’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws since the Offeror and Uponor 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. Uponor’s shareholders may not be able to sue the Offeror or Uponor or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Offeror and Uponor and their respective affiliates to subject themselves to a U.S. court’s judgment.
Forward-looking Statements
This release contains statements that, to the extent they are not historical facts, constitute “forward-looking statements.” Forward-looking statements include statements concerning plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, business strategy and the trends in the industries and the political and legal environment and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms “believes,” “intends,” “may,” “will” or “should” or, in each case, their negative or variations on comparable terminology. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, investors are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release.
Disclaimer
UBS AG is authorized and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorized by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS AG is acting exclusively for the Offeror and no one else in connection with the Tender Offer or the matters referred to in this document, will not regard any other person (whether or not a recipient of this document) as its client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing the protections afforded to its clients or for providing advice in relation to the Tender Offer or any other transaction or arrangement referred to in this document.
SEB, which is under the supervision of the Swedish Financial Supervisory Authority (Finansinspektionen) in cooperation with the FIN-FSA, is acting as local financial adviser to the Offeror and no one else in connection with the Tender Offer and as arranger in relation to the Tender Offer, will not regard any other person than the Offeror as its client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing protection afforded to clients of SEB or for providing advice in relation to the Tender Offer.
Nordea Bank Abp, which is under the supervision of the European Central Bank together with the Finnish Financial Supervisory Authority, is acting as financial adviser to Uponor and no one else in connection with the Tender Offer and the matters set out in this announcement. Neither Nordea Bank Abp nor its affiliates will regard any other person as its client in relation to the Tender Offer and the matters set out in this announcement and will not be responsible to anyone other than Uponor for providing the protection afforded to clients of Nordea Bank Abp, nor for providing advice in relation to the Tender Offer or the other matters referred to in this announcement.
Goldman Sachs International, which is authorized in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser to Uponor and no-one else in connection with this announcement. Neither Goldman Sachs International nor its affiliates, nor their respective partners, directors, officers, employees or agents are responsible to anyone other than Uponor for providing the protections afforded to clients of Goldman Sachs International or for providing advice in connection with any matters referred to in this announcement.
The following files are available for download:
GF Uponor – Adjustment of Offer Price Release (English) |
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Fintech PR
Board the TOKEN2049 Treasure Express With Bybit and Dive Into an $80,000 Prize Pool
![board-the-token2049-treasure-express-with-bybit-and-dive-into-an-$80,000-prize-pool](https://thefintechbuzz.com/wp-content/uploads/2024/09/54690-board-the-token2049-treasure-express-with-bybit-and-dive-into-an-80000-prize-pool.jpg)
DUBAI, UAE, Sept. 6, 2024 /PRNewswire/ — Bybit, the world’s second-largest cryptocurrency exchange by trading volume, set out to make the community’s TOKEN2049 journey more rewarding. Gearing up for the most anticipated blockchain and Web3 event in the region, Bybit is thrilled to announce three bonus events to enable both attendees and remote fans to both be part of the experience.
The winning opportunities are open to both attendees of TOKEN2049 and followers from afar. Through trading and offline events, participants stand to get free tickets, a share of the $80,000 prize pool in airdrops and coupons, and Bybit merchandise.
Event 1: TOKEN2049 Treasure Express
From now to Sep. 26, 2024, Bybit users may register for the event and complete tasks by depositing and trading assets to earn lucky draw tickets. The wheel of fortune will turn to one of the three prizes:
1. A pair of tickets to TOKEN2049;
2. A share of the airdrop prize pool valued at $50,000 featuring the hottest tokens, including DOGS, PEPE, SOL, XRP, TON and USDT; or
3. Up to 50 USDT in spot coupons.
Even more rewards await in referrals and social media giveaways. For details, visit: TOKEN2049 Treasure Express
Event 2: Share and Unlock
From now to Sep. 30, 2024, unleash your social media magic for a chance to win a 10 USDT spot trading coupon. Share a Bybit blog link and your thoughts on Bybit and Web3. Remember to tag @Bybit_Official and use the hashtag #UnlockWeb3Future and submit the form with us here: #UnlockWeb3Future at TOKEN2049 with Bybit
Event 3: Meet us offline at TOKEN2049
Spot our logo at TOKEN2049 and capture a photo at the Bybit booth (M50) to win Bybit merchandise. Remember to share to your social media channels and use the right hashtag. For details, visit: #UnlockWeb3Future at TOKEN2049 with Bybit
An advocate for a sustainable Web3 ecosystem, Bybit will be featured prominently at TOKEN2049 on a series of keynote panels, thought leadership and community events, and booth M50.
#Bybit / #TheCryptoArk
About Bybit
Bybit is the world’s second-largest cryptocurrency exchange by trading volume, serving over 40 million users. Established in 2018, Bybit provides a professional platform where crypto investors and traders can find an ultra-fast matching engine, 24/7 customer service, and multilingual community support. Bybit is a proud partner of Formula One’s reigning Constructors’ and Drivers’ champions: the Oracle Red Bull Racing team.
For more details about Bybit, please visit Bybit Press.
For media inquiries, please contact: [email protected]
For more information, please visit: https://www.bybit.com
For updates, please follow: Bybit’s Communities and Social Media
Discord | Facebook | Instagram | LinkedIn | Reddit | Telegram | TikTok | X | Youtube
Logo – https://mma.prnewswire.com/media/2267288/Logo.jpg
View original content:https://www.prnewswire.co.uk/news-releases/board-the-token2049-treasure-express-with-bybit-and-dive-into-an-80-000-prize-pool-302240594.html
Fintech PR
Bybit Expands Global Reach, Receives Formal Consent for Full Authorization in Kazakhstan
![bybit-expands-global-reach,-receives-formal-consent-for-full-authorization-in-kazakhstan](https://thefintechbuzz.com/wp-content/uploads/2024/09/54692-bybit-expands-global-reach-receives-formal-consent-for-full-authorization-in-kazakhstan.jpg)
DUBAI, UAE, Sept. 6, 2024 /PRNewswire/ — Bybit, the world’s second-largest cryptocurrency exchange by trading volume, is excited to announce it’s among the first to be granted consent to a full authorization by the Astana Financial Service Authority (AFSA). This milestone brings Bybit closer to becoming a fully regulated Digital Asset Trading Facility (DATF).
As part of a rigorous process, Bybit Kazakhstan has passed a full AML check, business conduct audit, and detailed compliance inspections. This is part of Bybit’s focus on securing new user opportunities in Kazakhstan and the broader Commonwealth of Independent States (CIS) region.
“Kazakhstan has become a key player in the global crypto ecosystem, and we are thrilled to be expanding our services in such a dynamic market,” said Ben Zhou, co-founder and CEO of Bybit. “We are committed to bringing our cutting-edge technology, security, and transparency to crypto traders in Kazakhstan, ensuring they can access the best possible tools and services to thrive in this fast-growing industry.”
Once the full license is in place, Bybit Kazakhstan will offer various digital assets related products and services. The expansion into Kazakhstan aligns with Bybit’s mission to provide reliable and transparent services, catering to the unique needs of crypto traders and investors in the region.
This development follows Bybit’s receipt of its initial operating and custody licenses from AFSA in June 2023, reinforcing its commitment to local regulatory requirements. Bybit’s ongoing efforts to strengthen its presence in Kazakhstan underscore its belief in responsible growth and ensuring a compliant and secure trading environment.
Kazakhstan has quickly emerged as a hub for crypto innovation, and Bybit is proud to play a leading role in fostering this development. For example, Bybit hosted a “Foundations of Blockchain, Web3 and Crypto Exchange Activities” course for Banks of Kazakhstan in 2024. This event was part of Bybit’s drive to make blockchain education more accessible in the CIS region.
By securing this full authorization, Bybit is poised to enhance crypto adoption, provide institutional-grade security, and offer advanced trading features to its growing regional user base.
#Bybit / #TheCryptoArk
About Bybit
Bybit is the world’s second-largest cryptocurrency exchange by trading volume, serving over 40 million users. Established in 2018, Bybit provides a professional platform where crypto investors and traders can find an ultra-fast matching engine, 24/7 customer service, and multilingual community support. Bybit is a proud partner of Formula One’s reigning Constructors’ and Drivers’ champions: the Oracle Red Bull Racing team.
For more details about Bybit, please visit Bybit Press.
For media inquiries, please contact: [email protected]
For more information, please visit: https://www.bybit.com
For updates, please follow: Bybit’s Communities and Social Media
Discord | Facebook | Instagram | LinkedIn | Reddit | Telegram | TikTok | X | Youtube
Logo – https://mma.prnewswire.com/media/2267288/Logo.jpg
View original content:https://www.prnewswire.co.uk/news-releases/bybit-expands-global-reach-receives-formal-consent-for-full-authorization-in-kazakhstan-302240634.html
Fintech PR
Integrum ESG and CSRHub enable fund managers to monitor both long-term trends and short-term movements in ESG ratings for companies, across a 10-year time series
![integrum-esg-and-csrhub-enable-fund-managers-to-monitor-both-long-term-trends-and-short-term-movements-in-esg-ratings-for-companies,-across-a-10-year-time-series](https://thefintechbuzz.com/wp-content/uploads/2024/09/54686-integrum-esg-and-csrhub-enable-fund-managers-to-monitor-both-long-term-trends-and-short-term-movements-in-esg-ratings-for-companies-across-a-10-year-time-series.png)
LONDON, Sept. 6, 2024 /PRNewswire/ — Integrum ESG, the leading alternative ESG data provider, has today announced the launch of their Consensus ESG Ratings module.
Just as investors monitor movements in consensus earnings estimates or credit ratings, investors now are aware of the demand for the ability to monitor long-term trends and short-term movements in consensus ESG ratings.
This new feature enables Integrum ESG’s asset manager clients to now see the consensus ESG score for any company, either as an absolute rating or a relative percentile ranking, across a 10-year time series.
These scores will indicate to any investor what the capital markets have ‘priced in’ for a company’s ESG performance, allowing users to quickly understand the market’s view on a company and easily conduct relative ESG analysis on the positions they hold within their Portfolio.
This regularly updated data is provided by CSRHub, the world’s leading provider of consensus ESG ratings. CSRHub has spent years aggregating and normalising a vast range of licensed sources – from large ESG ratings firms such as MSCI, ISS, S&P Global, and Sustainalytics to specialists such as CDP and Better World Companies.
Shai Hill, Founder and CEO of Integrum ESG, commented: “Many investors have told us they want a sense of ‘what is priced in’ in terms of a company’s ESG performance, so they can compare this to what anyone ESG ratings firm is saying. CSRHub is the only firm to have credibly achieved this, thanks to a model refined over years and a vast data lake – so we are delighted to be partnering with them.”
Bahar Gidwani, Co-Founder of CSRHub, added: “Investors need to fine tune their ESG-related investment strategies to improve their returns and better match the preferences of their clients. Combining CSRHub’s expert outside-in, consensus view of ESG with Integrum ESG’s detailed real-time data stream provides a strong solution for these needs.”
About Integrum ESG
Integrum ESG is the leading alternative ESG data and ratings platform for investors, blending human analysis and award-winning artificial intelligence models to capture, verify and display granular and relevant ESG data for analysis and assessment. Their Platform allows clients to dissect ESG scores, real-time sentiment, and more with a variety of unique-to-market features, empowering industry professionals and investors and giving them complete oversight of ESG risk across their portfolio.
For more information, visit www.integrumesg.com
About CSRHub
CSRHub offers the most comprehensive global set of Consensus ESG (Environmental, Social, and Governance) ratings, information, and tools. CSRHub’s business intelligence system measures the ESG business impact that drives corporate and investor sustainability decisions. Founded in 2007, CSRHub covers 56,545 public and private companies, and provides ESG performance scores on over 37,899 companies from 135 industries in 210 countries. Our Big Data platform uses algorithms to aggregate, normalize and weight ESG metrics from 957 sources to produce a strong consensus signal on corporate sustainability performance.
For more information, visit www.csrhub.com
Media Contact
Harish Karunalingam
Integrum ESG
[email protected]
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