Uponor - Company Announcement

Uponor and KWH Group announce a merger of their infrastructure businesses

Uponor Corporation             Stock exchange release                   21
September 2012 09.00 EET 


JOINT PRESS RELEASE BY UPONOR CORPORATION AND KWH GROUP LTD:
Uponor and KWH Group announce a merger of their infrastructure businesses

  -- The new joint venture, comprising Uponor's Infrastructure Solutions and KWH
     Pipe Ltd, to become a specialist in infrastructure pipe systems mainly in
     northern Europe
  -- The new joint venture to be named Uponor Infra Oy and consolidated in
     Uponor Corporation as Uponor Infrastructure Solutions
  -- The deal aims to create efficiencies and strengthen the profitability,
     while continuing to offer the customers quality products at competitive
     terms
  -- The transaction highlights commitment and strong mutual interest of both
     owners to stay in business and develop it further
  -- Net debt of Uponor Group is expected to increase by approximately €35
     million at the completion of the transaction. The deal is not expected to
     have a material impact on Uponor's gearing or solvency ratio. The
     management expects to achieve cost synergies, which are material in
     relation to the value of the businesses, but their achievement is subject
     to detailed planning and execution by the joint venture management.
  -- The transaction is subject to certain closing conditions, including
     approval of competition authorities

Uponor Corporation and KWH Group Ltd both headquartered in Finland, have today
announced a major industry transformation, which involves the merger of both
companies' infrastructure pipe businesses into a new joint venture company. The
new company, to be named Uponor Infra Oy (Uponor Infra Ltd) and jointly owned
by Uponor (55.3%) and KWH Group (44.7%), will focus on providing infrastructure
pipe systems in northern Europe and elsewhere. The deal, which is subject to
certain closing conditions, including the approval of the Competition
Authorities, is planned to be closed after the Competition Authorities'
approvals. 


Uponor President and CEO Jyri Luomakoski comments on the deal:

  -- The industry landscape in this business segment in Finland and other Nordic
     markets has changed remarkably over the past several years, due to
     international and specialised domestic players having entered the market.
     At the same time demand has suffered as a result of a prolonged global
     financial crisis.
  -- Our main customer groups, the construction industry and the municipalities,
     will benefit from this deal, as a result of increased cost efficiency in
     operations, enabling us to provide a wide offering of innovative quality
     products and systems.


KWH Group President and CEO Peter Höglund comments:

  -- Uponor and KWH wanted to contribute to the challenging situation at hand
     together, and will establish a new structure that aims at a better capacity
     utilisation and a sustainable development of the infrastructure business in
     the future.
  -- Joining Uponor Corporation, KWH Pipe will become a part of a bigger player
     in the pipe industry, hence benefits in economies of scale can be achieved.


The new joint venture company will be a subsidiary of Uponor Corporation and
thus consolidated into Uponor Corporation's financial statements, as its
Infrastructure Solutions segment. 

In legal terms, Uponor will transfer its current building solutions and
infrastructure businesses into separate companies in those countries where they
are now housed in the same legal entity. Once completed, the new joint venture
will serve as the parent company for all infrastructure-related pipe operations
of both parties. 

The related personnel of both companies will transfer to the new company as old
employees. 


Key figures

Based on 2011 data      Uponor Infrastructure Solutions  KWH Pipe
-----------------------------------------------------------------
Net sales, €                         150m                  234m  
-----------------------------------------------------------------
EBITDA, €                            3.8m                  7.4m  
-----------------------------------------------------------------
Balance sheet total, €               83.0m                169.0m 
-----------------------------------------------------------------
Employees (avg)                       516                 1,238  
-----------------------------------------------------------------


It has further been agreed that, as part of this deal, Uponor will acquire the
PEX pipe related production and business of KWH Pipe, based in Ulvila, Finland,
as a business transfer. This will be integrated in Uponor's building solutions
organisation. 


About KWH Pipe:

KWH Pipe is an international plastic pipe expert operating in Europe, Asia and
North America. KWH Pipe develops, manufactures and markets plastic pressure
pipe systems for industrial, infrastructure and building applications,
environmental products, pre-insulated pipe systems and special machinery and
production technology. 

The pipe business in KWH Group started in mid 1950s. Its internationalisation
began in the 1960s leading to factories and sales offices in Europe, North
America and Asia. KWH Pipe is known as a global pioneer in producing large
diameter pipes. 

KWH Pipe operates three production sites in Finland, two in Denmark and Canada
and four other factories in Sweden, Poland, the Czech Republic and Thailand.
The company also has six sales companies in key international markets. KWH
Pipe's Thailand based subsidiary, Wiik & Hoeglund, Plc, is listed in the Stock
Exchange of Thailand. KWH Pipe owns 65.99% of the shares in the company. 


About Uponor Infrastructure:

The Uponor-branded infrastructure business, with a focus on storm water and
sewer systems, currently comprises two factories in Finland and one in Sweden,
with sales activities in all Nordic countries, the Baltics and Russia. Uponor's
Finnish subsidiary, Jita Oy, which also serves the infrastructure markets, will
be part of the new joint venture but it will continue to operate under its
existing brand name. 

Uponor started its infrastructure operations in the mid-1960s. In the early
1980s, the company carried out a series of acquisitions and expanded its
operations into Scandinavia and later, in late 1980s and early 90s, into
central and southern Europe as well as North and South America. After the
millennium, as a result of global business restructuring and focusing, Uponor
exited from the infrastructure business outside the Nordic countries. 



Press briefing and webcast

A press briefing will be held today at 11.00 EET, at Hotel Scandic Simonkenttä,
cabinet Mansku, Simonkatu 9, Helsinki, Finland. The briefing session will also
be webcast and recorded. The webcast can be accessed through www.uponor.com >
Investors. 


Pictures and film footage available through the following links:

http://umib.uponor.com/?cart=1445-cehadlemeh&l=EN

http://umib.uponor.com/?cart=1447-lckjdhfbbe&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. Uponor offers its customers solutions that are
sustainable and safe and reliable to own and operate. The Group employs approx.
3,100 persons, in 30 countries. In 2011, Uponor's net sales totalled ca €800
million. Uponor Corporation is listed on NASDAQ OMX Helsinki in Finland.
http://www.uponor.com. 


KWH Group Ltd is a family-owned company with subsidiaries all over the world.
The KWH Group develops, produces and markets plastic products and abrasives
globally and provides logistics services. The KWH Group has four divisions
which act as sectoral sub-groups: KWH Pipe - pipes, KWH Mirka - abrasives, KWH
Logistics - logistics services and a business development division called KWH
Invest including KWH Plast - plastic films and Prevex - products for the
plumbing sector. In 2011, KWH Group's net sales totalled €537 million and it
employed 2691 people. http://kwhgroup.com