Press Release Source: Tenaris S.A.
Tenaris to Acquire Maverick Tube Corporation
Monday June 12, 10:53 pm ET
LUXEMBOURG--(BUSINESS WIRE)--June 12, 2006--Tenaris S.A. (NYSE: TS - News; BCBA: TS) (BMV: TS) (BI: TEN) ("Tenaris") and Maverick Tube Corporation (NYSE: MVK - News; "Maverick") jointly announced that they have entered into a definitive merger agreement pursuant to which Tenaris will acquire Maverick for US$65 per share in cash.
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The transaction is valued at US$3,185 million, including Maverick's net debt. The share price represents a premium of approximately 42% to Maverick's closing share price of June 12, 2006, and a premium of approximately 24% to its 90-day average trading price. Tenaris will finance the acquisition through a combination of cash on hand and debt, for which bank commitments have already been secured.
The transaction is subject to regulatory approvals, majority approval of Maverick's shareholders and other customary conditions.
Maverick is a leading North American producer of welded oil country tubular goods (OCTG), line pipe and coiled tubing for use in oil and natural gas wells. Its electrical products segment produces welded pipes for electrical conduits. With operations in the United States, Canada and Colombia, it has a combined annual capacity of two million short tons of steel pipes with a size range from one-quarter inch to 16 inches. Maverick has approximately 4,650 employees and in 2005 had sales of US$1.8 billion, of which 82% were from its energy products division.
Tenaris is a leading global producer of seamless steel pipes for the oil and gas industry worldwide.
Taken together, the United States and Canadian markets for OCTG products, both seamless and welded, amounted to more than five million tons in 2005, or approximately 40% of total world demand.
Paolo Rocca, Tenaris's Chairman and CEO, commented, "This is a major step for Tenaris. With Maverick, we will gain full access to the energy sector in the United States and Canada. We will be able to support the growing requirements of our customers in the full range of applications from onshore shallow wells to extremely demanding deepwater wells in the Gulf of Mexico."
Robert Bunch, Chairman and CEO of Maverick, stated, "We are excited about joining forces with Tenaris. Maverick's success in North America complements the strength of Tenaris in international markets. Moreover, the combined entity will be able to provide a broader array of products and services to our customers, positioning us better to compete in a highly competitive marketplace. This expanded platform will benefit our employees, and represents an attractive opportunity for stockholders."
Assuming the acquisition is completed, the combined entity would have annual sales of approximately US$9 billion of which approximately 30% would be in the USA and Canada.
Goldman Sachs & Co. acted as financial advisor to Tenaris, while Morgan Stanley & Co. acted as financial advisor to Maverick.
Tenaris and Maverick will have a conference call to discuss the transaction at 11:00 a.m. ET on Tuesday, June 13, 2006. |
