The offered share price represents a premium of approximately 17% to Hydril's closing share price of February 9, 2007 and a premium of approximately 30% to its 30-day average trading price. Tenaris will finance the acquisition through a combination of cash on hand and debt, for which bank commitments have been secured.
The agreement is subject to the receipt of clearance from U.S. antitrust authorities, majority approval of Hydril's shareholders and other customary conditions and is expected to close in the second quarter. Certain members of the Seaver family have agreed to vote certain shares, representing approximately 22% of the combined votes rights, in favor of the merger.
Hydril is a leading North American manufacturer of premium connections and pressure control products for oil and gas drilling and production, which has established an outstanding reputation in the industry for the quality and reliability of its technology. For 2006, Hydril reported revenues of US$503 million, operating income of US$132.2 million and net income of US$91.3 million under US GAAP.
Tenaris is a leading global manufacturer and supplier of tubular products and services for the oil and gas industry worldwide.
Paolo Rocca, Tenaris' Chairman and CEO, commented, "This is another major step for Tenaris. Hydril is a company with an extraordinary track record and an outstanding know-how built over more than 70 years of serving the oil and gas industry. With Hydril, we will be able to offer our customers worldwide a full range of integral and coupled premium connection products for the industry's most demanding applications. The combined R&D and industrial know-how of the two companies will make a substantial contribution in the new frontiers for exploration and production. Hydril's strong brand and manufacturing capacity in North America will complete Tenaris's position in the region with a full product range and the combination will support further global expansion of Hydril's pressure control business, particularly in key areas like the Gulf of Mexico, Brazil and West Africa."
Chris Seaver, Hydril's Chairman, President and CEO, commented, "This combined entity brings together two world-class companies united in the commitment to provide the best performing products in our served markets. The core manufacturing competencies of Tenaris and Hydril makes the 'fit' of products and services right for our customers and our combined businesses. The breadth of products and services conveniently made available under this single brand will benefit our customers technologically and economically by providing a single source for OCTG products and premium connections."
Citigroup Global Markets Inc. acted as financial advisor to Tenaris, while Credit Suisse Securities (USA) LLC and USBX Advisory Services LLC acted as financial advisors to Hydril.
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