GF and Uponor Announce Combination Agreement; Triton Fund V Acquires Majority in Caverion

Georg Fischer Ltd. (GF) and Uponor Corporation unveiled a landmark corporate combination agreement on November 27, 2023. However, the two companies have kept the details of this critical agreement under wraps. The announcement, made through a press release, also bore a caveat - it was not intended for distribution or release in certain countries, including but not limited to Australia, Canada, Hong Kong, Japan, New Zealand, and South Africa, where the tender offer could contravene local laws.

Simultaneous Acquisition of Caverion Shares

In parallel to the GF and Uponor development, another significant event occurred. Crayfish BidCo Oy, a private Finnish company controlled by Triton Fund V, initiated a voluntary public cash tender offer for all the non-subsidiary-held shares of Caverion Corporation. This offer saw its completion trades on the very same day, November 27, 2023. The outcome? The Offeror now holds close to 94.39 percent of all the issued and outstanding shares and votes in Caverion, excluding treasury shares.

Right to Redeem and the Impending Arbitration

With a majority stake in Caverion, the Offeror has earned the right under the Finnish Limited Liability Companies Act to redeem the shares held by the other shareholders of Caverion at a fair price. The Offeror plans to exercise this redemption right and has set the redemption price for the remaining shares at EUR 8.75 per share, mirroring the offer price per share paid in the tender offer. Any transfer tax, fees, and charges arising from the redemption of the shares in Caverion will be the responsibility of the Offeror. To implement the redemption of the remaining shares, the Offeror will initiate arbitration proceedings as provided in the Finnish Limited Liability Companies Act.

The Players and Their Stakes

Behind Crayfish BidCo Oy stands Triton, a leading Northern European investment firm with a keen interest in long-term business development. The target of the tender offer, Caverion, is a Northern Central European expert in creating smart, sustainable built environments. The company provides comprehensive services throughout the entire lifecycle of buildings, infrastructure, or industrial sites and processes, including design-build projects, technical and industrial maintenance, facility management, and advisory services.

With these significant corporate developments, the landscape of these companies and their stakeholders is set for a seismic shift. However, the press release also highlighted that these transactions are governed by stringent legal and regulatory guidelines, particularly in jurisdictions such as the United States and Finland.