SPX Flow Technology Germany GmbH entered into a combination agreement to make a voluntary recommended public cash tender offer to acquire Plc Uutechnic Group Oyj (HLSE:UUTEC) from a group of sellers for €33.9 million on December 7, 2020. In the Tender Offer, UTG's shareholders will be offered a cash consideration of €0.60 for each share. Should the offeror obtain more than 90% of the total number of issued and outstanding shares in UTG and voting rights attached thereto, the offeror intends to initiate squeeze-out proceedings 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 Offeror has enough financing for the Tender Offer through access to cash reserves and financing facilities of the SPX FLOW group. 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 completion of the Tender Offer is not expected to have any immediate material effects on UTG's operations, assets or location of offices, or the position of its management or employees, or relations with its customers and partners. The completion of the Tender Offer is subject to certain customary conditions to be fulfilled or waived by the Offeror on or by the date of the Offeror's announcement of the final result of the Tender Offer, including, among other things, the Offeror gaining control of more than 90% of the issued and outstanding shares and votes in UTG on a fully diluted basis, merger control clearance in Germany, the obtaining of all necessary regulatory approvals and the irrevocable undertakings by each of the major shareholders to accept the Tender Offer remain in full force and effect in accordance with their terms and have not been withdrawn or amended. The completion of the Tender Offer is not conditional upon availability of financing. The Board of Directors of UTG has unanimously decided to recommend that the shareholders of UTG accept the Tender Offer. The following 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, together representing approximately 85.32% of all issued and outstanding shares and votes in UTG, have irrevocably undertaken to accept the Tender Offer. As of December 15, 2020, The Finnish Financial Supervisory Authority approved the Finnish language version of the tender offer document. As of January 5, 2020, the German antitrust authorities have approved the transaction. The offer period under the Tender Offer is expected to commence on or about December 15, 2020 and expire on or about January 12, 2021. As of December 15, 2020, SPX Flow Technology Germany GmbH commences its voluntary recommended public cash tender offer for all shares in Plc Uutechnic Group Oyj. As of January 13, 2021, the offer expired on January 12, 2021 and the preliminary result was announced in which 97.65% shares have been validly tendered. The offeror will announce the final result on or about January 15, 2021 and provided that the offer will be completed, completion trades will be executed on or about January 18, 2021. Aalto Capital Partners Ltd acted as fairness opinion advisor to UTG. Ari Kiuru and Tom Nyman of KPMG Oy Ab acted as financial advisor and Dittmar & Indrenius Attorneys Ltd. and Bryan Cave Leighton Paisner LLP act as legal advisors to SPX Flow Technology Germany and SPX FLOW in connection with the Tender Offer. Evli Bank Plc acts as arranger in connection with the Tender Offer. Mårten Knuts and Paul Raade of Krogerus Attorneys acted as legal advisor to Plc Uutechnic Group. SPX Flow Technology Norderstedt GmbH completed the acquisition of Plc Uutechnic Group Oyj (HLSE:UUTEC) from HML Finance Oy, UuCap Oy, Joensuun Kauppa Ja Kone Oy, Bark Road Invest Oy and others on January 12, 2021. As of January 15, 2021, SPX Flow Technology Norderstedt GmbH acquired 97.94% validly tendered shares of Plc Uutechnic Group Oyj and intends to initiate statutory redemption proceedings for the remaining shares. The minimum acceptance condition has been satisfied whereas all other conditions have been fulfilled or waved off by SPX Flow Technology Norderstedt GmbH.