Mattr Signs Definitive Agreement to Sell a Substantial Part of Its Pipeline and Pipe Services Segment to Tenaris for Approximately $220 Million CAD
14 Agosto 2023 - 8:00PM
Shawcor Ltd., dba Mattr Infratech (“Mattr” or the “Company”) (TSX:
MATR) announced today that it has entered into a definitive
agreement to sell a substantial part of its pipe coating division
(“Pipeline Performance Group” or “PPG”) to Tenaris S.A. (“Tenaris”)
(NYSE and Mexico: TS and EXM Italy: TEN), including its wholly
owned operations in Canada, the US, Mexico, Norway, the UAE and
Indonesia, several mobile concrete coating plants, its
joint-venture interest in Azerbaijan, its world-class research and
development capabilities in Toronto and Norway, and a broad
portfolio of intellectual property.
A conference call/webcast to discuss this pending transaction
will be held on Tuesday, August 15th, 2023 at 12:00pm ET. Mattr
will use a presentation to accompany its conference call. Please
visit the Mattr Investor Centre website at mattr.com or use the
following link for further details:
https://register.vevent.com/register/BIac53e436cf8a4047ac63067a2d70c186
The transaction will involve a mixture of legal
entity and asset sales, and is subject to customary closing
conditions, including regulatory approvals, which the Company
currently anticipates will be completed within approximately six
months. The company will retain all earnings from the business
until the transaction closes, and upon closing, the Company expects
to receive gross sale proceeds of approximately $166 million USD,
or approximately $220 million CAD at current exchange rates, on a
cash-free, debt-free basis, subject to normal working capital
adjustments.
The perimeter of the transaction does not
include entities of the PPG business in Malaysia, Italy, the United
Kingdom and Brazil, which the Company remains committed to exit at
the appropriate time.
“Once complete, the transaction announced today,
combined with the previously completed sale of PPG’s Socotherm
Argentina and UK specialty coating businesses, and a few remaining
non-material actions, will conclude our strategic review process,”
said Mike Reeves, Mattr’s President and CEO.
“Aligned with the Company’s actions over the
last two and half years to simplify its portfolio, lower its
volatility and increase its full-cycle margins, this announcement
positions Mattr to accelerate its pursuit of focused, high-return
growth in our remaining core businesses. While it will take several
months to complete the pending transaction, I would like to take
this opportunity to thank every member of the PPG team for their
many contributions to the history and success of our
organization.”
Effective August 15, 2023, the PPS segment,
except those entities excluded from the transaction, will be
accounted as held for sale and financial reporting will transition
to discontinued operations. The Company currently allocates
approximately $8 million CAD of its annual corporate costs to the
PPS segment. Upon transition of a substantial portion of the
segment to discontinued operations, these costs will instead be
reflected within the Company’s corporate division and, upon
completion of the transaction, will be partially offset by income
tied to a transition services agreement. The Company is committed
to lowering these costs over time.
Goldman Sachs & Co. LLC served as the
Company’s exclusive financial advisor for this transaction.
About MattrMattr is a
growth-oriented, global materials technology company broadly
serving critical infrastructure markets, including transportation,
communication, water management, energy and
electrification. The Company operates through a network of
fixed and mobile manufacturing facilities. Its three business
segments, Composite Technologies, Connection Technologies and
Pipeline & Pipe Services enable responsible renewal and
enhancement of critical infrastructure while lowering risk and
environmental impact.
For further information, please contact:
Meghan MacEachernDirector, External Communications & ESG
Telephone: 437.341.1848Email: meghan.maceachern@mattr.comWebsite:
www.mattr.com
Forward Looking Information
This news release contains forward-looking
information within the meaning of applicable securities laws. Words
such as "may", "will", "should", "anticipate", "plan", "expect",
"believe", "predict", "estimate" or similar terminology are used to
identify forward-looking information. This forward-looking
information is based on assumptions, estimates and analysis made in
the light of the Company's experience and its perception of trends,
current conditions and expected developments, as well as other
factors that are believed by the Company to be reasonable and
relevant in the circumstances. Forward-looking information involves
known and unknown risks, uncertainties and other factors which may
cause actual results, performance or achievements to be materially
different from those predicted, expressed or implied by the
forward-looking information. The forward-looking information is
provided as of the date of this news release and the Company does
not assume any obligation to update or revise the forward-looking
information to reflect new events or circumstances, except as
required by law.
Source: Shawcor Ltd., dba Mattr Infratech
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