Tenaris to Increase its Participation in Usiminas Control Group
30 Março 2023 - 1:33AM
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 9.8%. The transaction is subject to approval by
Brazil’s antitrust authorities and will be financed with cash on
hand.
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 61.3% in the control group, with
the NSC group and Previdência Usiminas (Usiminas employees’ pension
fund) holding 31.7% and 7.1%, respectively.
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 55%
majority of the control group shares.
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
1-888-300-5432www.tenaris.com
Tenaris (NYSE:TS)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Tenaris (NYSE:TS)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024