FORM 6 - K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
As of June 13, 2006
TENARIS, S.A.
(Translation of Registrant's name into English)
TENARIS, S.A.
46a, Avenue John F. Kennedy
L-1855 Luxembourg
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or 40-F.
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12G3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-__.
Tenaris to Acquire Maverick Tube Corporation
LUXEMBOURG--(BUSINESS WIRE)--June 12, 2006--Tenaris S.A. (NYSE: TS) (BCBA:
TS) (BMV: TS) (BI: TEN) ("Tenaris") and Maverick Tube Corporation (NYSE: MVK)
("Maverick") jointly announced that they have entered into a definitive merger
agreement pursuant to which Tenaris will acquire Maverick for US$65 per share in
cash.
The transaction is valued at US$3,185 million, including Maverick's net
debt. The share price represents a premium of approximately 42% to Maverick's
closing share price of June 12, 2006, and a premium of approximately 24% to its
90-day average trading price. Tenaris will finance the acquisition through a
combination of cash on hand and debt, for which bank commitments have already
been secured.
The transaction is subject to regulatory approvals, majority approval of
Maverick's shareholders and other customary conditions.
Maverick is a leading North American producer of welded oil country tubular
goods (OCTG), line pipe and coiled tubing for use in oil and natural gas wells.
Its electrical products segment produces welded pipes for electrical conduits.
With operations in the United States, Canada and Colombia, it has a combined
annual capacity of two million short tons of steel pipes with a size range from
one-quarter inch to 16 inches. Maverick has approximately 4,650 employees and in
2005 had sales of US$1.8 billion, of which 82% were from its energy products
division.
Tenaris is a leading global producer of seamless steel pipes for the oil
and gas industry worldwide.
Taken together, the United States and Canadian markets for OCTG products,
both seamless and welded, amounted to more than five million tons in 2005, or
approximately 40% of total world demand.
Paolo Rocca, Tenaris's Chairman and CEO, commented, "This is a major step
for Tenaris. With Maverick, we will gain full access to the energy sector in the
United States and Canada. We will be able to support the growing requirements of
our customers in the full range of applications from onshore shallow wells to
extremely demanding deepwater wells in the Gulf of Mexico."
Robert Bunch, Chairman and CEO of Maverick, stated, "We are excited about
joining forces with Tenaris. Maverick's success in North America complements the
strength of Tenaris in international markets. Moreover, the combined entity will
be able to provide a broader array of products and services to our customers,
positioning us better to compete in a highly competitive marketplace. This
expanded platform will benefit our employees, and represents an attractive
opportunity for stockholders."
Assuming the acquisition is completed, the combined entity would have
annual sales of approximately US$9 billion of which approximately 30% would be
in the USA and Canada.
Goldman Sachs & Co. acted as financial advisor to Tenaris, while Morgan
Stanley & Co. acted as financial advisor to Maverick.
Tenaris and Maverick will have a conference call to discuss the transaction
at 11:00 a.m. ET on Tuesday, June 13, 2006.
US Dial In # 800.638.5495
International Dial In # 617.614.3946
Participant Passcode 99239019
A replay will be available from 1:00 p.m. ET on Tuesday, June 13, through
Tuesday, June 27, 2006.
US Dial In # 888.286.8010
International Dial In # 617.801.6888
Passcode 70059430
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. These risks include but are not limited to risks
about the expected timing, completion and effects of the proposed acquisition
and risks arising from uncertainties as to future oil prices and their impact on
investment programs by oil companies.
In connection with Maverick's solicitation of proxies with respect to the
meeting of its stockholders to be called with respect to the proposed merger,
Maverick will file a proxy statement with the Securities and Exchange Commission
(the "SEC"). STOCKHOLDERS OF MAVERICK ARE ADVISED TO READ THE PROXY STATEMENT
WHEN IT IS FINALIZED AND DISTRIBUTED TO STOCKHOLDERS BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Stockholders will be able to obtain a free-of-charge copy
of the proxy statement (when available) and other relevant documents filed with
the SEC from the SEC's website at http://www.sec.gov. Stockholders will be able
to obtain a free-of-charge copy of the proxy statement and other relevant
documents (when available) by directing a request to Maverick Tube Corporation,
16401 Swingley Ridge Road, Suite 700, Chesterfield, Missouri 63107, Attention:
Joyce M. Schuldt, Telephone: 637-733-1600, or from Maverick's website,
www.mavericktube.com.
Maverick and certain of its directors and executive officers may, under the
rules of the SEC, be deemed to be "participants" in the solicitiation of proxies
from its stockholders in connection with the proposed merger. Information
concerning the interests of the persons who may be "participants' in the
solicitation is set forth in Maverick's proxy statements and annual reports on
Form 10-K (including any amendments thereto), previously filed with the SEC, and
in the proxy statement relating to the merger and other relevant materials to be
filed with the SEC when they become available.
CONTACT: Investor Contact:
Tenaris S.A.
Nigel Worsnop, 888-300-5432
www.tenaris.com
or
Media Contact:
The Abernathy MacGregor Group for Tenaris S.A.
Kenny Juarez and Chuck Dohrenwend, 212-371-5999
or
For Maverick Tube Corporation
Joyce M. Shuldt, 637-733-1600
The attached material is being furnished to the Securities and Exchange
Commission pursuant to Rule 13a-16 and Form 6-K under the Securities Exchange
Act of 1934, as amended. This report contains Tenaris's press release announcing
the acquisition of Maverick Tube Corporation.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: June 13, 2006
Tenaris, S.A.
By: /s/ Cecilia Bilesio
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Cecilia Bilesio
Corporate Secretary