Nasdaq Helsinki Ltd: ALIAXIS BECOMES THE SECOND LARGEST SHAREHOLDER IN UPONOR WITH A 10.6 PERCENT OWNERSHIP AND REITERATES ITS LONG-TERM INTEREST

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 ANY OTHER JURISDICTION IN WHICH THE POTENTIAL TENDER OFFER
WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE
SECTION ENTITLED "IMPORTANT INFORMATION" BELOW. 



ALIAXIS BECOMES THE SECOND LARGEST SHAREHOLDER IN UPONOR WITH A 10.6 PERCENT
OWNERSHIP AND REITERATES ITS LONG-TERM INTEREST 



Aliaxis SA/NV, 24 April 2023, 9:30 a.m. (EEST)



 -- Aliaxis has doubled its share ownership in Uponor from 5.0 percent on 17
   April 2023 to 10.6 percent.

 -- Aliaxis currently holds 7,733,966 shares from the total of 73,206,944
   issued shares in Uponor.

 -- Aliaxis is now Uponor's second largest shareholder and looks forward to
   constructively engaging with the Board of Directors of Uponor regarding its
   potential offer.




As noted in Aliaxis' non-binding intention regarding a potential acquisition of
all issued and outstanding shares in Uponor Corporation that are not held by
Uponor or any of its subsidiaries through a potential all-cash public tender
offer, as set out in its intention release dated 17 April 2023 (the "Potential
Offer"), Aliaxis has intended to seek to acquire shares in Uponor as soon as
possible. Aliaxis has on 21 April 2023 reached a total shareholding of
7,733,966 shares in Uponor, representing approximately 10.6 percent of the
total number of issued shares in Uponor which is 73,206,944 shares (including
treasury shares). 



As and to the extent permitted by applicable laws and regulations, Aliaxis
reserves the right to acquire further shares in Uponor in public trading on
Nasdaq Helsinki or otherwise before, during or after the date of this release
and the announcement, if any, of the Potential Offer. 



Aliaxis reiterates its long-term interest in Uponor and firmly believes a
potential combination through the Potential Offer, if made, would be in the
interest of all stakeholders, while delivering immediate significant de-risked
value to all Uponor shareholders. As per the intention release dated 17 April,
Aliaxis' indicative all-cash offer of EUR 25.00 per share represents a premium
of approximatively 50.2 percent compared to the closing price (EUR 16.64) of
the Uponor share on the official list of Nasdaq Helsinki on 13 April 2023.1
This would value Uponor's total equity at approximately EUR 1,820 million. 



Aliaxis estimates, based on information currently available, that the Potential
Offer, if made, could be completed during the third or fourth quarter of 2023,
provided it makes significant progress in the coming weeks and the conditions
for making the Potential Offer set out in the intention release are satisfied
or waived by Aliaxis. 



Further information on the Potential Offer is available at:
https://potentialoffer.aliaxis.com/ 



1 More details on premia in the intention release.



Commenting on the Potential Offer, Eric Olsen, CEO of Aliaxis:



"On 17 April 2023, Aliaxis chose to fully disclose its non-binding intention to
make an all-cash public tender offer for Uponor at an indicative offer price of
EUR 25.00 per share, representing immediate de-risked value for all Uponor
shareholders. 



We are now the second largest shareholder of Uponor, with over 10 percent of
all outstanding shares. Aliaxis is a responsible long-term industrial owner
sharing both similarities and complementarities with Uponor. Our potential
offer could bring scale and scope to all stakeholders in Finland and
internationally. We look forward to constructively engaging with the Board of
Directors of Uponor regarding our potential offer." 



This release does not constitute a public tender offer, and any such offer, if
made, would be made pursuant to a tender offer document to be approved by the
Finnish Financial Supervisory Authority. Such tender offer document would
include all terms and conditions of the Potential Offer. The Potential Offer,
if made, may only be accepted on the basis of said tender offer document. There
can be no guarantee that Aliaxis' non-binding intention will eventually lead to
the making of the Potential Offer. The terms of the Potential Offer, if
announced, including the offer price, may differ substantially from those set
out in the intention release or this release. 



ABOUT ALIAXIS



Aliaxis has a long-standing, unique and entrepreneurial history that has seen a
family business grow into a global leader. We design sustainable, easy to
install, and innovative solutions to address the world's water challenges and
accelerate the transition to clean energy. Thanks to our 15,000+ employees, our
pipes and fitting systems meet our customers' most demanding needs for the
building, infrastructure, industrial and agriculture sectors. Headquartered in
Brussels and operating in over 40 countries, Aliaxis is active through trusted
local brands and generated EUR 4.3 billion revenue in 2022. 



Aliaxis has embarked on a positive and ambitious journey with its Growth with
Purpose strategy. Together with our teams around the world, we strive to reach
our targets for sustainability, innovation and overall performance by 2025 and
beyond. 



MEDIA INQUIRIES



For further information, please see the dedicated website:
https://potentialoffer.aliaxis.com/ 



Media contacts:



International - FGS Global

Xavier Mas

[phone]

[e-mail]



Finland - Miltton

Jenny Kestilä

[phone]

[e-mail]



Aliaxis

Annamaija Bergius

[phone]

[e-mail]



IMPORTANT INFORMATION



THIS RELEASE DOES NOT CONSTITUTE A PUBLIC TENDER OFFER, AND ANY SUCH OFFER, IF
MADE, MAY ONLY BE ACCEPTED PURSUANT TO A TENDER OFFER DOCUMENT APPROVED BY THE
FINNISH FINANCIAL SUPERVISORY AUTHORITY. THERE CAN BE NO GUARANTEE THAT
ALIAXIS' NON-BINDING INTENTION WILL EVENTUALLY LEAD TO ANY AGREEMENT BETWEEN
ALIAXIS AND UPONOR OR TO THE MAKING OF THE POTENTIAL OFFER, OR AS TO THE OFFER
PRICE, THE TIMING AND TERMS OF ANY SUCH AGREEMENT OR POTENTIAL OFFER. THE TERMS
OF THE POTENTIAL OFFER, IF ANNOUNCED, INCLUDING THE OFFER PRICE, MAY DIFFER
SUBSTANTIALLY FROM THOSE SET OUT IN THE INTENTION RELEASE OR THIS RELEASE. 



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 ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER
WOULD BE PROHIBITED BY APPLICABLE LAW. 



Information to shareholders in the United States



Shareholders in the United States are advised that the shares in Uponor are not
listed on a U.S. securities exchange and that Uponor is not subject to the
periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as
amended (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. 



If the Potential Offer is made, it will be made for the issued and outstanding
shares in Uponor, which is domiciled in Finland, and is subject to Finnish
disclosure and procedural requirements. If the Potential Offer is made, it will
be made in the United States pursuant to Section 14(e) and Regulation 14E under
the Exchange Act, and otherwise in accordance with the disclosure and
procedural requirements of Finnish law, including with respect to the
timetable, settlement procedures, withdrawal, waiver of conditions and timing
of payments, which are different from those of the United States. 



To the extent permissible under applicable law or regulations, Aliaxis and its
affiliates or its brokers and its brokers' affiliates (acting as agents for
Aliaxis or its affiliates, as applicable) may from time to time, and other than
pursuant to any tender offer that may be made by Aliaxis for Uponor, directly
or indirectly, purchase or arrange to purchase, shares in Uponor 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 press release or
other means reasonably calculated to inform U.S. shareholders of Uponor of such
information. In addition, the financial advisers to Aliaxis and its affiliates
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 passed any comment
upon the adequacy, accuracy or completeness of the disclosure in this release.
Any representation to the contrary is a criminal offence in the United States. 



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
Aliaxis 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 Aliaxis 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 Aliaxis 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



Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorized
by the Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting exclusively as financial adviser to Aliaxis and no one else in
connection with the Potential Offer. In connection with such matters, Morgan
Stanley, its affiliates and their respective directors, officers, employees and
agents will not regard any other person as their client, nor will they be
responsible to anyone other than Aliaxis for providing the protections afforded
to clients of Morgan Stanley nor for providing advice in connection with the
Potential Offer, the contents of this release or any matter referred to herein.

Attachment:
https://cns.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=1136871