Tenaris to Increase its Participation in Usiminas Control Group
Tenaris S.A. (NYSE: TS) has announced a share purchase agreement to acquire 68.7 million ordinary shares of Usiminas from the NSC group at BRL10 per share. Tenaris will invest BRL 110 million (approx. USD 21 million) for 11 million shares, raising its control group participation to 9.8%. The T/T group, which includes Tenaris and its affiliates, is set to hold 61.3% of Usiminas' voting rights post-transaction. This deal is subject to Brazilian antitrust approval and will be funded from existing cash. Additionally, the governance structure will allow the T/T group to nominate the majority of Usiminas' board members, enhancing their operational control.
- Increases Tenaris's stake in Usiminas to 9.8%, enhancing influence in the control group.
- T/T group will hold 61.3% of Usiminas' voting rights after the acquisition, strengthening governance.
- Acquisition aligns with Tenaris's strategic objectives in the energy and industrial sectors.
- None.
LUXEMBOURG, March 30, 2023 (GLOBE NEWSWIRE) -- Tenaris S.A. (NYSE and Mexico: TS and EXM Italy: TEN) announced today that its Brazilian subsidiary Confab Industrial S.A., together with its affiliates Ternium Investments and Ternium Argentina, all of which compose the T/T group within Usiminas control group, have entered into a share purchase agreement to acquire from Nippon Steel Corporation, Mitsubishi and MetalOne (the “NSC group”), pro rata to their current participations in the T/T group, 68.7 million ordinary shares of Usinas Siderúrgicas de Minas Gerais S.A. – USIMINAS (“Usiminas”) at a price of BRL10 per ordinary share. Pursuant to the transaction, Tenaris would pay BRL 110 million (approximately USD21 million) in cash for 11.0 million ordinary shares, increasing its participation in the Usiminas control group to
The Usiminas control group holds the majority of Usiminas’ voting rights and manages the company based on mutual trust. Upon the closing of this transaction, the T/T group will hold an aggregate participation of
The Usiminas control group members have also agreed a new governance structure in the best interest of Usiminas. The T/T group will nominate a majority of the Usiminas board of directors, the CEO and four other members of Usiminas board of officers, and ordinary decisions may be approved with a
At any time after the second anniversary of the closing of the transaction, the T/T group will have the right to buy the NSC group’s remaining interest in the Usiminas control group (153.1 million ordinary shares) at the higher of BRL10 per share and the 40-trading day average price per share immediately prior to the date of exercising the option. In addition, the NSC group will have the right, at any time after the closing of the transaction, to withdraw its remaining shares from the control group and sell them in the open market after giving the T/T group the opportunity to buy them at the 40-trading day average price per share immediately prior to the NSC group’s notice of withdrawal, as well as the right, at any time after the second anniversary of the closing, to sell such shares to the T/T group at BRL10 per share.
Some of the statements contained in this press release are “forward-looking statements.” Forward-looking statements are based on management’s current views and assumptions and involve known and unknown risks that could cause actual results, performance or events to differ materially from those expressed or implied by those statements.
Tenaris is a leading global supplier of steel tubes and related services for the world’s energy industry and certain other industrial applications.
Giovanni Sardagna
Tenaris
1-888-300-5432
www.tenaris.com
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