Plc Uutechnic Group Oyj: Statement of the Board of Directors of Plc Uutechnic Group Oyj regarding the recommended voluntary public cash tender offer by SPX Flow Technology Germany GmbHPlc Uutechnic Group Oyj Stock exchange release 8 December 2020 at 11:00 am Statement of the Board of Directors of Plc Uutechnic Group Oyj regarding the recommended voluntary public cash tender offer by SPX Flow Technology Germany GmbH 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. On 7 December 2020, 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, announced that it will make a recommended voluntary public cash tender offer to acquire all of the issued and outstanding shares in Plc Uutechnic Group Oyj ("UTG") that are not held by UTG or any of its subsidiaries (the "Shares" or, individually, a "Share") (the "Tender Offer"). The Board of Directors of UTG (the "UTG Board") has resolved on issuing the below statement regarding the Tender Offer as required by Chapter 11, Section 13, of the Finnish Securities Markets Act (746/2012, as amended). Tender Offer in brief UTG and the Offeror have on 7 December 2020 entered into a combination agreement (the "Combination Agreement") setting out, inter alia, the terms and conditions pursuant to which the Tender Offer shall be made by the Offeror. The Tender Offer will be made in accordance with the terms and conditions of a tender offer document approved by the Finnish Financial Supervisory Authority, expected to be published by the Offeror on or about 14 December 2020 (the "Tender Offer Document"). 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 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 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 Shares on Nasdaq Helsinki during the six-month period preceding the date of the announcement of the Tender Offer.
The Offer Price is subject to the terms and conditions of the Tender Offer. 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 Tender Offer was announced by the Offeror pursuant to Chapter 11, Section 9, of the Finnish Securities Markets act on 7 December 2020. The offer period under the Tender Offer is expected to commence on or about 15 December 2020 and is expected to expire on or about 12 January 2021, unless the offer period is extended in accordance with the terms and conditions of the Tender Offer. 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, have irrevocably undertaken to accept the Tender Offer. The irrevocable undertakings represent jointly approximately 85.32% of the outstanding Shares and votes in UTG. The completion of the Tender Offer is subject to certain customary conditions to be fulfilled or waived by the Offeror on or prior to the Offeror's announcement of the final results of the Tender Offer including, among others, the Offeror gaining control of more than 90% of all issued and outstanding Shares and votes in UTG and the obtaining of all necessary regulatory approvals. Should the Offeror obtain more than 90% of the issued and outstanding Shares and votes attached thereto, the Offeror intends to initiate squeeze-out proceedings under the Finnish Companies Act (624/2006, as amended) to redeem all the remaining Shares, and thereafter cause UTG to apply for the delisting of its Shares from the official list of Nasdaq Helsinki as soon as permitted and reasonably practicable under applicable laws and regulations. The detailed terms and conditions of the Tender Offer as well as further information on the Tender Offer will be included in the Tender Offer Document. Background of the statement Pursuant to the Finnish Securities Market Act, the UTG Board has an obligation to prepare a public statement regarding the Tender Offer. The statement shall include a well-founded assessment of the Tender Offer from the perspective of UTG and its shareholders as well as on the strategic plans presented by the Offeror in the Tender Offer Document and their likely effects on the operations of, and employment at, UTG. For the purposes of issuing this statement, the Offeror has submitted to the UTG Board a draft version of the Tender Offer Document in the form in which the Offeror has filed it with the Finnish Financial Supervisory Authority for approval on 7 December 2020. In preparing this statement, the UTG Board has relied on the information provided in the draft Tender Offer Document and has not independently verified the information included therein. Accordingly, the UTG Board's assessments of the consequences of the Tender Offer on UTG's operations and employees should be treated with caution. Assessment of the strategic plans presented by the Offeror in the Tender Offer Document and their likely effects on the operations of, and employment at, UTG Information given by the Offeror in the Tender Offer Document The UTG Board has assessed the Offeror's strategic plans based on the statements made in UTG's and the Offeror's announcement regarding the Tender Offer published on 7 December 2020 and the draft Tender Offer Document. According to the draft Tender Offer Document: - SPX FLOW is a corporation incorporated under the laws of the State of Delaware in the United States and headquartered in Charlotte, North Carolina. SPX FLOW's product offering is concentrated in rotating, actuating and hydraulic technologies, as well as automated process systems, for the food, beverage, and industrial markets. SPX FLOW had approximately USD 1.5 billion in annual revenues in fiscal year 2019 with operations in more than 30 countries and customers in more than 100 nations. SPX FLOW is listed on the New York Stock Exchange under the symbol "FLOW", and currently has a market capitalization of approximately USD 2.2 billion. The Offeror is a limited liability company incorporated under the laws of Germany, and is an indirectly wholly-owned subsidiary of SPX FLOW.
- UTG, founded in 1983, is a technology company offering mixing solutions that minimize lifecycle costs by bringing global expertise in the process industries to customers locally. UTG agitators and mixers are designed for the most demanding environments in which reliable performance is essential for achieving a successful process. UTG operates globally and its main customer sectors are the chemical, food, metallurgical and fertilizer industries, as well as environmental technology, water treatment and pharmaceuticals. In 2019, UTG reported revenues of approximately EUR 16.8 million and an operating result of approximately EUR 0.9 million.
- SPX FLOW considers UTG an attractive company with a strong product offering and brands within mixing technology. According to SPX FLOW, SPX FLOW and UTG will be uniquely positioned to capture profitable growth through UTG's complementary channels and end markets in Central and Northern Europe, SPX FLOW's access to North American and Asia-Pacific markets, sale of UTG's products to SPX FLOW's customers in Europe, and cross-selling of key SPX FLOW products to UTG customers (e.g., Lightnin portables), along with the ability to leverage SPX FLOW's scale and practices to improve margins and aftermarket penetration.
- The Offeror intends for UTG to continue to operate as a separate entity under SPX FLOW and to retain UTG's office in Uusikaupunki after the completion of the Tender Offer; the completion of the Tender Offer is not expected to have any immediate material effect on the operations, assets or location of offices of UTG, the position of UTG's management or employees, or the relations with UTG's customers and partners.
- The Offeror and SPX FLOW see potential for UTG to continue to grow through its focus on customer satisfaction, strengthening both parties’ core product offerings and leveraging SPX FLOW's global scale and strong position in the mixer market. Over time, the acquisition of UTG is expected to generate synergies via procurement efficiency, sales growth and best practice sharing.
- Furthermore, the acquisition of UTG is consistent with SPX FLOW’s strategic agenda, focused on adding scale and increased presence in key geographic markets for its core mixer business, while continuing to deliver on SPX FLOW’s priorities and shareholder remuneration policy. The acquisition of UTG enables SPX FLOW to improve its position in the Nordics and German speaking countries and expand its global mixer portfolio.
- SPX FLOW's interest in UTG is focused on driving shareholder value from a long-term perspective. According to SPX FLOW, UTG has been successful in building on its recognized brands, products, and customer service, as well as high performing sales and marketing capabilities. SPX FLOW foresees long term potential in UTG’s business, though SPX FLOW also recognizes that strategic efforts may require significant investments in the business and that results from such strategic efforts may take considerable time to materialize.
- In relation to UTG's minority ownership in Japrotek Oy Ab ("Japrotek"), UTG, together with certain other parties, has agreed on an arrangement which is conditional on the Offeror declaring that the conditions for completion of the Tender Offer have been satisfied or waived and which will be completed in connection with the completion of the Tender Offer, comprising (a) the disposal by UTG of all shares in Japrotek owned by UTG, constituting in total approximately 19% of all issued and outstanding shares in Japrotek, and the receivables under certain capital loans granted by UTG to Japrotek, (b) the release by Uurec Holding Oy of a guarantee granted by UTG in favour of Uurec Holding Oy with respect to Japrotek's obligations under a lease agreement between Japrotek and Uurec Holding Oy, and (c) a guarantee granted to UTG by the purchaser of UTG's shares in Japrotek for any liabilities realised under two counter guarantees granted by UTG to Turku District Co-operative Bank.
- As is customary, the Offeror intends to change the composition of the Board of Directors of UTG after the completion of the Tender Offer.
The UTG Board's assessment The UTG Board considers that the information on the strategic plans of the Offeror concerning UTG included in the draft Tender Offer Document is given, as is typical for such a document, on a fairly general level. Based on the Offeror's statement the UTG Board believes that the strategic plans of the Offeror pursuant to the Tender Offer Document would not have any immediate material effects on UTG's operations, assets, the position of UTG's management, employees or its business locations. The UTG Board notes that the Offeror intends for UTG to continue to operate as a separate entity under SPX FLOW and to retain UTG's office in Uusikaupunki after the completion of the Tender Offer. The UTG Board shares the view of the Offeror and of SPX FLOW that operating under SPX FLOW would enable UTG to continue to grow through its focus on customer satisfaction, strengthening both parties' core product offerings and leveraging SPX FLOW's global scale and strong position in the mixer market. The UTG Board further considers that over time, the combination would generate synergies via procurement efficiency, sales growth and best practice sharing. The UTG Board notes, however, that the Tender Offer may have an effect on employment in UTG particularly with regard to overlapping functions. The UTG Board believes that the final and long-term impact of the integration can be assessed only after the completion of the Tender Offer. On the date of this statement, the UTG Board has not received any formal statements as to the effects of the Tender Offer to the employment at UTG from UTG's employees. Assessment of the Tender Offer from the perspective of UTG and its shareholders Introduction When evaluating the executed Combination Agreement and the Tender Offer, analysing alternative opportunities available to UTG and in preparing this statement, the UTG Board has considered several factors, such as UTG's financial performance, current trading position and future prospects, and the historical performance of the trading price of the Share. Further, the UTG Board has assessed the divestment of UTG's holding of Japrotek, the sale of the subordinated capital loans of Japrotek granted by UTG, the release by Uurec Holding Oy of a guarantee granted by UTG in favour of Uurec Holding Oy with respect to Japrotek's obligations under a lease agreement between Japrotek and Uurec Holding Oy, as well as the Offeror's requirement of a guarantee granted to UTG by the purchaser of UTG's shares in Japrotek for any liabilities realised under two counter guarantees granted by UTG to Turku District Co-operative Bank, which are among the Offeror's conditions precedent for completion of the Tender Offer. The UTG Board's assessment of continuing the business operations of UTG as an independent company providing mixing solutions, has been based on reasonable forward-looking estimates, which include various uncertainties, whereas the offer price offered by the Offeror in the Tender Offer and the premium included therein is not subject to any uncertainty other than the fulfilment of the conditions to completion of the Tender Offer and the completion of the Tender Offer. In order to support its assessment of the Tender Offer, the UTG Board has received a fairness opinion, dated 19 November 2020, concerning the Tender Offer (the "Fairness Opinion") from Aalto Capital Partners Ltd to the effect that the consideration to be offered to the shareholders is fair from a financial point of view. The Fairness Opinion is attached as Appendix 1 to this statement (in Finnish language). The UTG Board's assessment The UTG Board believes that the consideration offered by the Offeror in the Tender Offer is fair from the perspective of UTG's shareholders on its assessment of the matters and factors, which the UTG Board has concluded to be material in evaluating the Tender Offer. These matters and factors include, but are not limited to: - the Offer Price and premium offered for the Shares;
- historical trading prices of the Shares;
- that the Offer Price will be paid fully in cash, providing the shareholders with immediate liquidity;
- information and assumptions on the business operations and financial conditions of UTG as at the date of this statement and their expected future development;
- valuations and analysis made by the UTG Board;
- other terms of the Tender Offer;
- the likelihood of completion of the Tender Offer and that the terms are customary as a whole;
- the strong support by certain major shareholders of UTG and the undertakings provided by such major shareholders to accept the Tender Offer as referred to above; and
- the Fairness Opinion issued by Aalto Capital Partners Ltd.
The UTG Board has investigated and considered trends in the markets and the industry and certain strategic avenues available to UTG. Such avenues include, but are not limited to, remaining an independent company. The UTG Board has also considered the risks and uncertainties associated with such avenues. Based on its overall assessment, taking into consideration the factors described above, among other matters, the UTG Board has concluded that the Tender Offer is a more favourable alternative to UTG's shareholders compared to continuing the business operations as an independent company or other potential strategic avenues available to UTG. Financing of the Tender Offer Pursuant to the draft Tender Offer Document, the Offeror has sufficient financing for the Tender Offer through access to cash reserves and financing facilities of the SPX FLOW group. The Tender Offer is not subject to a financing condition. Recommendation of the UTG Board UTG Board has carefully assessed the Tender Offer and its terms and conditions based on the draft Tender Offer Document provided by the Offeror, the Fairness Opinion, and other available information. Based on the foregoing, the UTG Board considers that the Tender Offer and the amount of the Offer Price are, under the prevailing circumstances, fair to shareholders of UTG. Given the above-mentioned viewpoints, the UTG Board unanimously recommends that the shareholders of UTG accept the Tender Offer. All members of the UTG Board have participated in the decision-making concerning this statement. The evaluation of independence of the members of the UTG Board is available on UTG's website at www.utgmix.com. Other matters The UTG Board notes that the transaction may, as is common in such processes, involve unforeseeable risks. The UTG Board states that UTG's shareholders should also take into account the potential risks related to non-acceptance of the Tender Offer. If the acceptance condition of more than 90% of the Shares and votes attached thereto is waived, the completion of the Tender Offer would reduce the number of UTG's shareholders and the number of Shares, which would otherwise be available for trading on Nasdaq Helsinki. Depending on the number of Shares validly tendered in the Tender Offer, this could have an adverse effect on the liquidity and price of the Shares in UTG. Pursuant to the provisions in Chapter 18 of the Finnish Companies Act, a shareholder with more than 90% of all shares and votes in a company shall have the right to acquire, and subject to a demand by the other shareholders, also have an obligation to redeem, the shares owned by the other shareholders. Provided that the Offeror acquires such amount of Shares, the Shares held by UTG's shareholders who have not accepted the Tender Offer may be redeemed through compulsory redemption proceedings under the Finnish Companies Act under the conditions set out therein. UTG has undertaken to comply with the Helsinki Takeover Code issued by the Securities Market Association referred to in Chapter 11, Section 28, of the Finnish Securities Markets Act. This statement does not constitute investment or tax advice, and the UTG Board specifically does not evaluate herein the general price development or the risks relating to the Shares in general. The shareholders of UTG must independently decide whether to accept the Tender Offer, and they should take into account all relevant information available to them, including information presented in the Tender Offer Document and this statement as well as any other factors affecting the value of the Shares. UTG is advised by Krogerus Attorneys Ltd as legal advisor. Uusikaupunki, 8 December 2020 PLC UUTECHNIC GROUP OYJ Board of Directors Further information: 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 www.utgmix.com UTG Mixing Group is a global technology group that provides competitive mixing solutions with a customer-oriented approach, minimizing life cycle costs. "Partnership built to last - and perform" is our brand promise. We always serve the customer in the best possible way by bringing our global capabilities locally close to the customer. Our 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. IMPORTANT INFORMATION 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 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 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.
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