TMKS.L Regulatory News (TMKS)

14 Mar 2008 07:18

OAO TMK14 March 2008 TMK to Buy IPSCO US Tubular Business From Evraz Moscow, March 14, 2008 OAO TMK and its affiliates ("TMK") today announced that they have entered into adefinitive agreement with Evraz Group S.A. ("Evraz"), whereas TMK will acquirefrom Evraz the US companies and assets of IPSCO Tubular's business (the"Business") in conjunction with Evraz's acquisition of the Business from SSAB. According to the agreement, TMK will acquire 100% of IPSCO Tubulars Inc. and 51%of NS Group Inc. for approximately $1.2 billion. TMK and Evraz have also enteredinto a call / put option for the remaining 49% of NS Group Inc. which will beexercisable in 2009 for approximately $0.5 billion subject to certainadjustments. The closing of the transaction will be subject to customaryregulatory approvals and closing conditions. "The acquisition of IPSCO Tubular's US assets is the latest step in theexecution of TMK's strategic emphasis on further bolstering our offering in theoil and gas sectors, while expanding our geographic footprint," says KonstantinSemerikov, TMK's CEO, "The transaction marks the entry of TMK, one of theworld's largest steel pipe and tube makers into the North American market, theworld's biggest market for OCTG and line pipe. The transaction also broadensTMK's product mix with significant position in higher value-added products." UBS Securities LLC is acting as exclusive financial advisor to TMK. Gibson, Dunn& Crutcher is acting as legal counsel to TMK. Forward Looking Statement: This press release contains forward-looking statements, including statementsregarding the expected benefits of the acquisition, which involve a number ofrisks and uncertainties. These statements are based on TMK's currentexpectations and beliefs. Actual results could differ materially from theresults implied by these statements. Factors that may cause or contribute tosuch differences include: the risk that the conditions to the transaction willnot be satisfied; changes in both companies' businesses during the periodbetween now and the closing; developments in obtaining regulatory approvals forthe transaction; the successful integration of the IPSCO Tubular US into TMK'srespective businesses subsequent to the closing of the transaction; timelydevelopment; competitive products and pricing, as well as fluctuations indemand; cost and availability of raw materials; potential equipment malfunction;plant construction and repair delays; the ability to retain key management andtechnical personnel of the IPSCO Tubular US; and adverse reactions to theproposed transaction by customers, suppliers and strategic partners. TMK isunder no obligation to (and expressly disclaim any such obligation to) update oralter their forward-looking statements whether as a result of new information,future events or otherwise. OAO "TMK" (www.tmk-group.com) Founded in 2001, TMK (LSE: TMKS) is the largest pipe producer in Russia and oneof the three global market leaders. In 2007, TMK shipped over 3 million tonnes of pipes. TMK supplies to companiesin more than 60 countries. TMK production facilities are located in Russia and Romania: • Volzhsky Pipe Plant; • Seversky Tube Works; • Taganrog Metallurgical Works; • Sinarsky Pipe Plant; • SC TMK-ARTROM SA; • SC TMK-Resita SA; • TMK Oilfield Services: •Orsky Machine Building Plant; •Truboplast pipe coating company; •TMK Pipe Maintenance Department; •TMK Central Pipe Yard. For further information please contact: OAO TMK:Investor RelationsAlexei RatnikovTel: +7 495 775 7600 ext. 2078ir@tmk-group.com This information is provided by RNS The company news service from the London Stock Exchange