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TMK to Buy IPSCO US Tubular Business From Evraz

OAO TMK and its affiliates (“TMK”) today announced that they have entered into a definitive agreement with Evraz Group S.A. (“Evraz”), whereas TMK will acquire from 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 entered into a call / put option for the remaining 49% of NS Group Inc. which will be exercisable in 2009 for approximately $0.5 billion subject to certain adjustments. The closing of the transaction will be subject to customary regulatory approvals and closing conditions. 

”The acquisition of IPSCO Tubular’s US assets is the latest step in the execution of TMK’s strategic emphasis on further bolstering our offering in the oil and gas sectors, while expanding our geographic footprint,” says Konstantin Semerikov, TMK’s CEO, “The transaction marks the entry of TMK, one of the world’s largest steel pipe and tube makers into the North American market, the world’s biggest market for OCTG and line pipe. The transaction also broadens TMK’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 statements regarding the expected benefits of the acquisition, which involve a number of risks and uncertainties. These statements are based on TMK’s current expectations and beliefs. Actual results could differ materially from the results implied by these statements. Factors that may cause or contribute to such differences include: the risk that the conditions to the transaction will not be satisfied; changes in both companies’ businesses during the period between now and the closing; developments in obtaining regulatory approvals for the transaction; the successful integration of the IPSCO Tubular US into TMK’s respective businesses subsequent to the closing of the transaction; timely development; competitive products and pricing, as well as fluctuations in demand; cost and availability of raw materials; potential equipment malfunction; plant construction and repair delays; the ability to retain key management and technical personnel of the IPSCO Tubular US; and adverse reactions to the proposed transaction by customers, suppliers and strategic partners.  TMK is under no obligation to (and expressly disclaim any such obligation to) update or alter their forward-looking statements whether as a result of new information, future events or otherwise.