Uponor - Company Announcement

Finnish Market Court approves joint venture plan between Uponor and KWH Group

Uponor Corporation     Stock exchange release     24 May 2013 15.00 EET



Finnish Market Court approves joint venture plan between Uponor and KWH Group


The Finnish Market Court has today announced its approval of the plan, between
Uponor Corporation and KWH Group, to merge their infrastructure solutions
businesses into a jointly owned enterprise, Uponor Infra Oy. 

The Market Court's approval of the merger is subject to the following
conditions: 

  -- Uponor Infra Oy agrees to offer contract manufacturing of selected product
     ranges up to agreed volumes to other pipe manufacturers operating in the
     Finnish market
  -- Uponor Infra Oy agrees to sell off seven specified extrusion lines.

Uponor and KWH Group are in agreement with the above conditions, which were
included in the joint reply submitted to the Market Court in the spring. The
Finnish Competition and Consumer Authority can still appeal against the Market
Court's verdict, to Finland's High Administrative Court of Justice within a
period of 30 days. 

In September 2012, Uponor and KWH Group announced plans to establish a
jointly-owned company comprising Uponor's and KWH Group's infrastructure
solutions businesses. The new company, to be named Uponor Infra Oy, will be
majority-owned by Uponor (55.3%) and will be consolidated within Uponor
Corporation as the segment, Uponor Infrastructure Solutions. KWH Group will own
the remaining 44.7% of the shares. 

Uponor's President and CEO Jyri Luomakoski made the following comments on the
Market Court resolution: “We are excited about being able to begin implementing
our plan, in which both Uponor and KWH Group have invested a great deal of
effort and resources. I am sure this merger will enhance our leadership in the
infrastructure segment with a wider customer base, a broader offering and an
extended geographical reach. This will increase the confidence of our customers
and the markets in which they operate, and will intensify our employees'
commitment to the segment.” 

Peter Höglund, President & CEO of the KWH Group, notes the deal's approval by
the Market Court with great satisfaction: “The KWH Group regards a merger with
Uponor as the best strategic way forward for the KWH Pipe division's further
development. The combined businesses will now have access to more potential
customers, with broader product solutions and considerable synergy effects.” 

The transaction, which is of great strategic importance to Uponor's
Infrastructure Solutions, is expected to yield annual integration benefits in
the magnitude of €10 million, once the synergies are fully implemented. 

The parties have agreed that Sebastian Bondestam, Executive Vice President for
Uponor Infrastructure Solutions, will manage the integration process for the
interim period, until the management of the new joint-venture company is
officially announced. 

Uponor and KWH Group will close the deal in the near future and plan for the
new company to begin operating from 1 July onwards, once the legal arrangements
have been finalised. Until then, the entities will continue separately, under
the going concern assumption. Uponor expects there to be an integration period
of several months, during which time the new setup and structure will be
defined and communicated to key target groups. Between now and then, both
companies will maintain their focus on their operations, in order to safeguard
customer service. 

Earlier announcements related to the case (available at
http://investors.uponor.com/news-downloads/ir-news): 

28 Feb. 2013:
The joint venture plan with Uponor and KWH Group will go to the Market Court
25 Feb. 2013:
The Finnish Competition and Consumer Authority proposes to the Market Court
that the joint venture plan between Uponor and KWH Group be not approved 
21 Sept. 2012:
Uponor and KWH Group announce a merger of their infrastructure businesses



Pictures and film footage available through the following links (available
until 15 June 2013): 

http://umib.uponor.com/?cart=2473-hkgdfbbcje&l=EN
http://umib.uponor.com/?cart=2474-biifblclme&l=EN



Further information from:

Uponor: Jyri Luomakoski, President and CEO,
tel. +358 20 129 2824, mobile +358 40 515 4498

Riitta Palomäki, CFO, tel. +358 20 129 2822

KWH:  Peter Höglund, President and CEO, KWH Group Ltd,
tel. +358 20 778 7100, mobile +358 40 860 7001

Jan-Erik Nordmyr, President and CEO, KWH Pipe Ltd
tel. +358 20 778 7571, mobile +358 40 860 7094




Uponor Corporation

Tarmo Anttila
Vice President, Communications
Tel. +358 20 129 2852



DISTRIBUTION:
NASDAQ OMX - Helsinki
Media
www.uponor.com



Uponor is a leading international provider of plumbing and indoor climate
solutions for residential and commercial building markets across Europe and
North America. In Northern Europe, Uponor is also a prominent supplier of
infrastructure pipe systems. The Group employs approx. 3,000 persons, in 30
countries. In 2012, Uponor's net sales exceeded €810 million. Uponor
Corporation is listed on NASDAQ OMX Helsinki in Finland. http://www.uponor.com.