Plc Uutechnic Group Oyj Stock Exchange Release 5 January 2020 at 04:05 p.m.
SPX Flow Technology Germany GmbH has received required antitrust approval for the recommended cash tender offer for all shares in Plc Uutechnic Group OyjOn 15 December 2020, SPX Flow Technology Germany GmbH (the “Offeror”) commenced its recommended voluntary public cash tender offer for all the issued and outstanding shares in Plc Uutechnic Group Oyj (“UTG”) that are not owned by UTG or any of its subsidiaries (the “Tender Offer”). The Offeror announces that it has obtained the required approval for the completion of the Tender Offer from the German antitrust authorities. Consequently, the identified antitrust approval required to complete the Tender Offer has now been obtained, marking an important step towards completion of the Tender Offer. The Offeror has on 15 December 2020 published the tender offer document concerning the Tender Offer (the “Tender Offer Document”).The acceptance period under the Tender Offer (the “Offer Period”) has commenced on 15 December 2020 at 9:00 a.m. (Finnish time) and will expire on 12 January 2021 at 4:00 p.m. (Finnish time), unless the Offer Period is extended in accordance with the terms and conditions of the Tender Offer.The completion of the Tender Offer remains subject to certain customary conditions (unless waived by the Offeror), including the Offeror gaining control of more than 90 percent of the outstanding shares and votes in UTG, calculated in accordance with the terms and conditions of the Tender Offer.Major shareholders of UTG representing together approximately 85.32% of all the outstanding shares and votes in UTG have irrevocably undertaken to accept the Tender Offer subject to certain customary conditions. Other shareholders of UTG are invited to accept the Tender Offer as well, by tendering their shares prior to the expiry of Offer Period, unless extended.The Offeror will announce the preliminary result of the Tender Offer on or about the first (1st) Finnish banking day following the expiry of the Offer Period (including any extension or suspension thereof). In connection with the announcement of the preliminary result, the Offeror will announce whether the Offer Period will be extended or whether the Tender Offer will be completed subject to the conditions to completion being fulfilled or waived on the date of announcement of the final result of the Tender Offer. The Offeror will announce the final result of the Tender Offer on or about the third (3rd) Finnish banking day following the expiry of the Offer Period (including any extension thereof). In the announcement of the final result the Offeror will confirm (i) the percentage of the shares which have been validly tendered and not validly withdrawn and (ii) whether the Tender Offer will be completed.An electronic version of the Tender Offer Document is available online in Finnish at www.evli.com/uutechnic and in English at www.evli.com/uutechnic-en. AdvisersKPMG Oy Ab acts as financial adviser to the Offeror and SPX FLOW, Inc. in connection with the Tender Offer. Evli Bank Plc acts as arranger in connection with the Tender Offer. Dittmar & Indrenius Attorneys Ltd. and Bryan Cave Leighton Paisner LLP act as legal advisers to the Offeror and SPX FLOW, Inc. in connection with the Tender Offer.Krogerus Attorneys Ltd acts as legal adviser to UTG in connection with the Tender Offer.In Uusikaupunki January 5, 2021Plc Uutechnic Group OyjBoard of DirectorsFurther Information Hannu Kottonen, Chairman of the Board of Directors, Plc Uutechnic Group Oyj, +358 50 053 2235 Jouko Peräaho, CEO, Plc Uutechnic Group Oyj, +358 500 740 808About 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 Nasdaq Helsinki. The business is carried out in the subsidiaries of the group, Uutechnic Oy and Stelzer Rührtechnik International GmbH.IMPORTANT INFORMATIONTHIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, NEW ZEALAND OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, NEW ZEALAND OR HONG KONG. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, AND SHARES WILL NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF ANY PERSONS, IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES LAWS OR OTHER LAWS OR REGULATIONS OF SUCH JURISDICTION OR WOULD REQUIRE REGISTRATION, APPROVAL, OR FILING WITH ANY REGULATORY AUTHORITY NOT EXPRESSLY CONTEMPLATED BY THE TENDER OFFER DOCUMENT. THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS AND ANY AND ALL OTHER MATERIALS RELATED THERETO WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE IT WOULD BE PROHIBITED BY THE APPLICABLE LAWS AND REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, NEW ZEALAND OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, NEW ZEALAND OR HONG KONG. ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER DIRECTLY OR INDIRECTLY VIOLATING THESE RESTRICTIONS WILL BE INVALID.THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER IS NOT BEING MADE AND HAVE NOT BEEN APPROVED BY AN AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 (“FSMA”). ACCORDINGLY, THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE COMMUNICATION OF THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER IS EXEMPT FROM THE RESTRICTION ON FINANCIAL PROMOTIONS UNDER SECTION 21 OF THE FSMA ON THE BASIS THAT IT IS A COMMUNICATION BY OR ON BEHALF OF A BODY CORPORATE WHICH RELATES TO A TRANSACTION TO ACQUIRE DAY TO DAY CONTROL OF THE AFFAIRS OF A BODY CORPORATE; OR TO ACQUIRE 50 PER CENT OR MORE OF THE VOTING SHARES IN A BODY CORPORATE (SUCH PERCENTAGE INCLUDING VOTING SHARES IN SUCH BODY CORPORATE ALREADY HELD BY THE BODY CORPORATE ACQUIRING SUCH VOTING SHARES), WITHIN ARTICLE 62 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005.THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.Notice to U.S. ShareholdersU.S. shareholders are advised that the shares are not listed on a U.S. securities exchange that is registered under the U.S. Securities Exchange Act of 1934 (the “Exchange Act”), and that UTG is not subject to the periodic reporting requirements of Exchange Act and is therefore not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. The Tender Offer is made to UTG’s shareholders resident in the United States on the same terms and conditions as those on which it is made to all other shareholders of UTG to whom an offer is made. Any information documents, including the Tender Offer Document, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to UTG’s other shareholders.The Tender Offer is made for the issued and outstanding shares in UTG, which is domiciled in Finland. Information distributed in connection with the Tender Offer is subject to the disclosure and other applicable requirements of Finland, which are different from those of the United States. In particular, the financial statements and financial information to be included in the Tender Offer Document have been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statement requirements or financial information of U.S. companies.It may be difficult for UTG‘s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since the Offeror and UTG are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. UTG’s shareholders may not be able to sue the Offeror or UTG or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. It may be difficult to compel the Offeror and UTG and their respective affiliates to subject themselves to a U.S. court’s judgement.The Tender Offer is made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act as a “Tier II” tender offer, and otherwise in accordance with the requirements of Finnish law. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, waiver of conditions, the offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.To the extent permissible under applicable law or regulations, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Tender Offer, directly or indirectly, purchase or arrange to purchase, shares or any securities that are convertible into, exchangeable for or exercisable for such shares. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of UTG of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of UTG, which may include purchases or arrangements to purchase such securities.The receipt of cash pursuant to the Tender Offer by a U.S. shareholder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Tender Offer.Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, or passed any comment upon the adequacy or completeness of the Tender Offer Document. Any representation to the contrary is a criminal offence in the United States release.
Source:- Yahoo Movies Canada
M1 MacBook Pro Review: One Month Hands-On With Apple’s Hot New Laptop – Forbes
I had been in desperate need of a laptop upgrade last year and finally decided to pull the trigger on the new M1 MacBook Pro. In November, my Forbes colleague Patrick Moorhead suggested you “might want to pass” on Apple’s new M1-powered MacBook Pro, pointing out potential issues like compatibility with third party software and peripherals. He did suggest that if you stick with Apple software, things should be fine. I’m an Apple software guy, so I was hoping I would be okay. I’ve been using M1 MacBook Pro all day, every day, as my primary work machine for over a month now. This is a review of the M1 MBP from that perspective — a daily-driver for someone who primarily uses Apple’s included software.
From where I sit, this is a pretty incredible laptop. I’m not going to focus on things like the keyboard, display, or ports. Those are knowns. This review is all about hands-on experience with Apple’s M1 processor.
The Decision to Upgrade
Let me make it clear upfront that I am not a “power” user. My job involves research, writing, plus editing photos and videos for web use. For my purposes, Apple software does the job — I spend 90% of my time in either Pages, Safari, Numbers, Preview, iMove or Photos.
For the past five years, I’ve been using a 13-inch MacBook Air (connected to an external monitor). In fact, my last three laptops have been MacBook Airs… I always upgrade them to get the best performance for as long as possible, so the latest was equipped with a dual-core Intel Core i7 processor. But it was struggling. Slow (especially with a lot of browser windows open), exporting video files took an excruciatingly long time, and the fan would fire up constantly, sometimes blowing like an airplane engine.
It was time for an upgrade. I was considering a 16-inch MacBook Pro, primarily because of the video card, minimum Core i7, and upgraded keyboard. Then came the M1 announcement in November.
I decided to skip the MacBook Air this time, I held off on the 16-inch MacBook Pro and instead took a chance with the M1 MacBook Pro. I wanted the maximum cores available for video processing, plus a fan, so I didn’t go with the less expensive M1 MBA. I opted for an upgrade to 16GB of RAM to ensure the longest useful life possible. The new laptop took the better part of a month to arrive, but it made an immediate impression.
My initial impression of the M1 MBP was that it was snappy, but not screaming fast. I’d read early reviews that made it seem like the instant I launched an app it would be onscreen. That’s not quite the case. It is very fast, but even with Apple apps it does take a split second. The laptop wakes instantly, but booting still takes 30 seconds to the login screen.
However, the M1 processor shows its power when you start giving it tasks to chew on. I can keep as many windows and apps open as I need. Video exporting was obviously a huge test and it passed that with flying colors.
A seven minute 1080p iMovie video at high quality exported as an MP4 file by the MacBook Air took about 14 minutes. That was with all other applications shut down. About a minute into the export, fans were blowing at full blast. In contrast, that seven minute 1080p video exported by the M1 MBP at maximum “ProRes” quality took 66 seconds. No fan. And while iMovie was processing the video, I had Firefox, Numbers and Pages open, and was actively surfing in Safari. I also had Activity Monitor opened, and it showed iMovie GPU utilization during the export ranging from 36% to 47%.
Yes, this a bit of an apples to oranges comparison given that it’s a MacBook Air vs. a MacBook Pro, and five years apart, but it was still a pretty incredible performance.
Speaking of Firefox, when I first used it the M1-native version wasn’t yet available. Rosetta 2 handled the app perfectly and after a slightly longer initial launch, I never would have known I wasn’t using a native app.
I use the laptop primarily as a desktop workstation, so I haven’t had the opportunity to really push the battery. However I did run on battery for a full day, from around 8am to after 11pm — including a three hour Zoom session — and it still showed about 20% of a charge left. That’s 14 hours of use and still some battery life remaining, so no complaints in that department.
Compatibility With Peripherals
I don’t use a ton of peripherals, but I have yet to run into an issue. I do plug into an OWC USB-C dock so I can easily access USB Type-A devices without requiring dongles.
I’m connected to a 27-inch 4K BenQ multimedia monitor (reviewed here) as a second display. No problems there at any resolution, and the USB-C connection to the monitor also keeps the MBP charged. I use a Blue Yeti X microphone (connected to the OWC dock using USB) and it has been solid. I have used a range of external hard drives including a Western Digital USB-C external SSD, multiple USB Type-A drives from WD and Seagate, and thumb drives. I print over Wi-Fi to an HP Envy 7640. I have a DAS mechanical keyboard plugged in.
So far, I’ve encountered zero compatibility issues.
I’ve also had no problem with Bluetooth connectivity. I have seen reports of M1 Bluetooth issues, but I have not experienced any. I use a Logitech MX Master 3 Bluetooth mouse (no dongle) and it performs as expected. I’ve also used a number of Bluetooth headphones with the M1 MBP without any issues.
I Have Never Had the Fan Come On
In the entire month and a bit that I’ve been using the M1 MacBook Air, I have never had the fan come on. Not once.
During several college football games, I had a three hour Zoom session with my father-in-law so we could watch together while socially distancing. The laptop ran Zoom and at the same time, I streamed the game from the MBP in full-screen maximum resolution on my external monitor. No fan.
At one point I tried running the usual collection of Apple applications simultaneously, while exporting a ProRes file from iMove, and also streaming a collection of 720p, 1080p and 4K videos on 12 Safari tabs. Nothing. No slowdown whatsoever and no fan.
To be honest, I was starting to worry that maybe the fan was broken. However, even under a heavy load, I’ve never felt the laptop get overly warm. One of these days, I’m going to have to try to find the time for some gaming — that might do it…
M1 MacBook Pro Recommendation
In month+ I’ve spent with the M1 MacBook Pro — using it for work all day, five days a week and then some — I have been extremely happy with it.
Typically, when I move from one laptop to a new one, it’s four or five years between models and the new one will seem noticeably faster. Not an Earth-shattering difference, but enough for a better user experience. This time around that difference isn’t just noticeable, it’s spectacular. The closest comparison I can come to is moving from a laptop equipped with a 5400rpm hard drive to one with an SSD — except in this case the performance gains are across the board, not just when booting or copying files.
For $1,499 ($1299 plus $200 for 16GB of RAM), this M1 MacBook Pro is an easy recommendation for anyone who needs “lite” pro performance and works primarily with Apple software. If you’ll be using third party apps under Rosetta 2, you might want to check to see if anyone has tried them and what their experience is.
If you need more horsepower, this was just the first release and what will be the entry level in MacBook Pro lineup. Stay tuned through 2021 for expected new models featuring even faster Apple chips, support for additional RAM, slick new form factors, and maybe even some additional ports.
Microsoft is no longer increasing the cost of Xbox Live Gold – MobileSyrup
In a surprise move, Microsoft has backpedalled on its original decision and will not increase Xbox Live Gold’s cost following significant backlash from gamers.
Below is the complete blog post from Microsoft regarding the decision (note that the prices below are in USD):
We messed up today and you were right to let us know. Connecting and playing with friends is a vital part of gaming and we failed to meet the expectations of players who count on it every day. As a result, we have decided not to change Xbox Live Gold pricing.
We’re turning this moment into an opportunity to bring Xbox Live more in line with how we see the player at the center of their experience. For free-to-play games, you will no longer need an Xbox Live Gold membership to play those games on Xbox. We are working hard to deliver this change as soon as possible in the coming months.
If you are an Xbox Live Gold member already, you stay at your current price for renewal. New and existing members can continue to enjoy Xbox Live Gold for the same prices they pay today. In the US, $9.99 for 1-month, $24.99 for 3-months, $39.99 for 6-months and $59.99 for retail 12-months.
In Canada, 1-month Gold subscriptions were set to go up to $12.99 from $11.99, 3-months was going to cost $34.99 up from $29.99 and 6-months would have cost $69.99 up from $44.99. Microsoft didn’t reveal pricing regarding 12-month subscriptions, though their current cost is $69.99, the same price as the new 6-month subscription price if the change went into effect.
The company also says that free-to-play games like Apex Legends and Fortnite will no longer require an Xbox Live Gold membership. Halo Infinite, one of the Xbox platform’s biggest upcoming titles, is set to feature a free-to-play multiplayer mode.
This brings Microsoft’s approach to online gaming with the Xbox in-line with Sony’s PlayStation consoles and Nintendo’s Switch given both platform’s don’t require a subscription to play free-to-play titles online. Microsoft says that it’s “working hard to deliver this change as soon as possible in the coming months.”
This is a great move by the company given the price hike made it seem like the tech giant was pushing gamers towards subscribing to its more expensive $16.99 per month Xbox Game Pass Ultimate service that includes Xbox Live Gold, access to all current and upcoming Microsoft first-party game releases (as well as numerous third-party titles) through Game Pass on Xbox and PC, EA’s video game subscription service EA Play and Xbox cloud gaming on Android (formerly called xCloud).
While Game Pass is a great deal, there are likely a lot of people out there that just want to continue subscribing to Xbox Live Gold and were upset by the price increase.
Apple's redesigned MacBook Air reportedly features MagSafe charging – MobileSyrup
2021 is shaping up to be a big year for Apple’s MacBook line.
According to Bloomberg‘s Mark Gurman, an often reliable source of Apple Leaks, Apple’s new MacBook Air will be thinner and lighter than the current version of the laptop. It’s also expected to feature reduced bezels, two USB-C ports and the next-generation version of its M1 ARM-based processor.
It also looks like Apple’s magnetic charging system, MagSafe, will make a return with this redesign. Bloomberg previously reported that the technology will also reportedly be included in the rumoured MacBook Pro redesign. MagSafe was included in Apple’s laptop line until roughly 2016. The technology aims to prevent the laptop from plummeting to the ground by magnetically detaching its power cord when force is applied.
The report then notes that Apple considered launching a larger 15-inch version of the MacBook Air, but eventually opted to kill the project. Gurman also mentions that Apple still plans to sell the current M1 version of the MacBook Air, with this upcoming redesign being offered as a “higher-end” option.
Finally, Bloomberg says Apple has developed technology that allows its MacBook line to connect to the internet through a smartphone data connection (likely 5G), a frequently requested feature that has been rumoured for years. Face ID for the Mac line has also been delayed and will likely be featured in the first iteration of the iMac’s rumoured redesign.
This past November, Apple introduced a new version of the MacBook Air that features the M1 chip.
If all of these rumours surrounding the MacBook Air and MacBook Pro turn out to be accurate, it seems Apple is actually listening to the criticism surrounding its current MacBook line.
M1 MacBook Pro Review: One Month Hands-On With Apple’s Hot New Laptop – Forbes
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