SPX FLOW Signs Combination Agreement to Acquire UTG Mixing Group

Rhea-AI Summary

SPX FLOW, Inc. (NYSE: FLOW) announced a voluntary public tender offer to acquire all outstanding shares of Plc Uutechnic Group Oyj (UTG) for €0.60 per share. This acquisition aims to enhance SPX FLOW's product offerings in mixing technologies, targeting sectors like food, beverage, and pharmaceuticals. The deal, which is unanimously backed by UTG's Board, is expected to close in Q1 2021, subject to regulatory approvals and a controlling interest acquisition of over 90% in UTG. The merger presents growth opportunities and improved market presence in Europe.

Positive

• Acquisition of UTG is poised to enhance SPX FLOW's product range in mixing technologies.
• The transaction aligns with SPX FLOW's strategy to expand in the food, beverage, and pharmaceuticals sectors.
• UTG's established sales channels are expected to boost SPX FLOW's global market presence.

Negative

• Acquisition completion is contingent on gaining over 90% shareholder control, which may pose challenges.
• The deal requires various regulatory approvals, which could delay the transaction.

CHARLOTTE, N.C., Dec. 7, 2020 /PRNewswire/ -- SPX FLOW, Inc. (NYSE:FLOW), a leading provider of process solutions for the food, beverage & industrial markets, announced today it has entered into a combination agreement to launch a voluntary recommended public tender offer, through its German subsidiary SPX Flow Technology Germany GmbH, to acquire all issued and outstanding shares in Plc Uutechnic Group Oyj ("UTG" and, together with its subsidiaries, "UTG Mixing Group") for a cash consideration of €0.60 per share.

UTG, with locations in Finland and Germany, is a publicly traded producer of specialty mixing technologies for the chemical, food and beverage, metallurgical and fertilizer, environmental technology, water treatment and pharmaceuticals markets under the Stelzer, Uutechnic, and Jamix brands.

"We are excited about the potential growth and synergy opportunities presented by bringing UTG Mixing Group into the SPX FLOW family," said Marc Michael, Chief Executive Officer of SPX FLOW. "UTG's products, skilled team members, technical expertise, manufacturing, and sales channels align well with our strategy to grow our core business in processing products and technologies. We expect this acquisition to add valuable additional capability and range to our global portfolio of mixing solutions and increase our presence in the European market."

"We are pleased to join with a reputable global leader in mixing technology and process solutions like SPX FLOW," said Jouko Peräaho, Chief Executive Officer of UTG Mixing Group. "Their sales network presents excellent opportunities to expand the sales of Stelzer, Uutechnic, and Jamix mixers worldwide, and we look forward to helping grow our combined mixing solutions offerings for the future." 

The transaction, which is unanimously recommended by UTG's Board of Directors, is expected to close in the first quarter 2021. The completion of the tender offer is subject to certain customary conditions to be fulfilled or waived by SPX FLOW on or by the date of SPX FLOW 's announcement of the final result of the tender offer, including, among other things, SPX FLOW gaining control of more than 90 percent of the issued and outstanding shares and votes in UTG on a fully diluted basis and the obtaining of all necessary regulatory approvals.

About SPX FLOW, Inc.
Based in Charlotte, North Carolina, SPX FLOW, Inc. (NYSE: FLOW) innovates with customers to help feed and enhance the world by designing, delivering and servicing high value process solutions at the heart of growing and sustaining our diverse communities. The company's product offering is concentrated in process technologies that perform mixing, blending, fluid handling, separation, thermal heat transfer and other activities that are integral to processes performed across a wide variety of sanitary and industrial markets. SPX FLOW had approximately $1.5 billion in 2019 annual revenues and has operations in more than 30 countries and sales in more than 100 countries. To learn more about SPX FLOW, please visit www.spxflow.com.

About UTG Mixing Group
UTG Mixing Group is a global technology group that provides competitive mixing solutions with a customer-oriented approach, minimizing life cycle costs. Its 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 the Nasdaq Helsinki. The business is carried out in the subsidiaries of the group, Uutechnic Oy and Stelzer Rührtechnik International GmbH.

Media Contact
Melissa Buscher
Chief Communications Officer
Melissa.Buscher@spxflow.com 
704-449-9187

Investor Contact
Scott Gaffner
VP, Investor Relations and Strategic Insights
investor@spxflow.com 
704-752-4485

View original content:http://www.prnewswire.com/news-releases/spx-flow-signs-combination-agreement-to-acquire-utg-mixing-group-301187065.html

SOURCE SPX FLOW, Inc.

FAQ

What is SPX FLOW's recent acquisition announcement?

SPX FLOW announced its intention to acquire Plc Uutechnic Group Oyj for €0.60 per share through a voluntary public tender offer.

What are the expected benefits of SPX FLOW acquiring UTG?

The acquisition is expected to enhance SPX FLOW's mixing technology offerings and expand its market presence in Europe.

When is the transaction expected to close?

The acquisition is expected to close in the first quarter of 2021, pending regulatory approvals and shareholder control.

What challenges could SPX FLOW face in completing the acquisition?

SPX FLOW needs to secure over 90% shareholder control of UTG and obtain various regulatory approvals, which may pose challenges.