--------------------------
CORPORATE REORGANIZATION AGREEMENT
--------------------------
Between
SIDERTUBES S.A.
and
TENARIS S.A.
Dated as of September 13, 2002
TABLE OF CONTENTS
PAGE
----
ARTICLE I FIRST CONTRIBUTION OF ALL ASSETS AND LIABILITIES
SECTION 1.01. First Contribution of All Assets and Liabilities...................................................2
SECTION 1.02. First Closing......................................................................................2
ARTICLE II DELIVERY OF TENARIS SHARES TO THE PUBLIC SHAREHOLDERS.
SECTION 2.01. Delivery of Tenaris Shares.........................................................................2
SECTION 2.02. Treatment for U.S. federal income tax purposes.....................................................3
SECTION 2.03. Consideration......................................................................................3
ARTICLE III SECOND CONTRIBUTION OF ALL ASSETS AND LIABILITIES
SECTION 3.01. Second Contribution of All Assets and Liabilities..................................................3
SECTION 3.02. Closing of the Second Contribution.................................................................4
ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF SIDERTUBES
SECTION 4.01. Organization, Authority and Qualification of Sidertubes............................................4
SECTION 4.02. Ownership of the shares of Siderca, Tamsa and Dalmine..............................................4
SECTION 4.03. Representations and Warranties related to Tenaris Global Services..................................4
(a) Organization, Authority and Qualification of Tenaris Global Services......................4
(b) Subsidiaries..............................................................................5
(c) Capitalization............................................................................5
(d) Financial Information.....................................................................5
(e) Absence of Undisclosed Liabilities........................................................5
SECTION 4.04. Shares of Tenaris..................................................................................5
SECTION 4.05. Further Action.....................................................................................6
ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS OF TENARIS
SECTION 5.01. Organization, Authority and Qualification of Tenaris...............................................6
SECTION 5.02. Further Action.....................................................................................6
ARTICLE VI CONDITIONS TO CLOSINGS
SECTION 6.01. Conditions to Obligations of Sidertubes............................................................6
SECTION 6.02. Conditions to Obligations of Tenaris...............................................................7
ARTICLE VII INDEMNIFICATION
SECTION 7.01. 7
ARTICLE VIII TERMINATION AND AMENDMENT
SECTION 8.01. Termination........................................................................................8
SECTION 8.02. Effect of Termination..............................................................................8
SECTION 8.03. Amendment..........................................................................................8
ARTICLE IX GENERAL PROVISIONS
SECTION 9.01. Expenses...........................................................................................8
SECTION 9.02. Notices............................................................................................8
SECTION 9.03. Severability.......................................................................................9
SECTION 9.04. Assignment.........................................................................................9
SECTION 9.05. No Third Party Beneficiaries.......................................................................9
SECTION 9.06. Governing Law......................................................................................9
SECTION 9.07. Counterparts.......................................................................................9
II
CORPORATE REORGANIZATION AGREEMENT (this "Agreement"), dated as of
September 13, 2002, between Sidertubes S.A., a societe anonyme holding organized
under the laws of Luxembourg ("Sidertubes"), and Tenaris S.A., a societe anonyme
holding organized under the laws of Luxembourg ("Tenaris").
WHEREAS, Sidertubes owns a 99.68% interest in Tenaris.
WHEREAS, Sidertubes, directly or through subsidiaries, owns a 71.17%
interest in Siderca S.A.I.C. ("Siderca"), a 50.51% interest in Tubos xx Xxxxx de
Mexico, S.A. ("Tamsa") and a 47.22% interest in Dalmine, S.A. ("Dalmine").
WHEREAS, Tenaris owns a 99.90% interest in Invertub S.A. ("Invertub") and,
through Invertub, holds a 19.21% interest in Siderca (with Siderca owning a
43.80% interest in Tamsa and a 47.00% interest in Dalmine).
WHEREAS, the remaining interests in Siderca, Tamsa and Dalmine not held
directly or indirectly by Sidertubes are held by the public.
WHEREAS, Sidertubes also owns all the issued and outstanding shares of
Abeluz S.A., a Uruguayan sociedad anonima that, as a part of the business
reorganization described below, will be renamed Tenaris Global Services S.A.
("Tenaris Global Services").
WHEREAS, the boards of directors of Sidertubes and Tenaris have each
determined that it is in the best interests of each of Sidertubes and Tenaris to
reorganize the businesses of Siderca, Tamsa, Dalmine and Tenaris Global Services
as subsidiaries of Tenaris in order to consolidate Tenaris's corporate identity
as a global company, increase the visibility of Tenaris's business by
streamlining its corporate structure and its financial reporting, align the
interests of all shareholders across Siderca, Tamsa and Dalmine, generate
further operating and management synergies, and provide a more attractive
investment opportunity in the steel pipe sector.
WHEREAS, the boards of directors of Sidertubes and Tenaris have resolved to
accomplish these objectives through (i) one or more contributions by Sidertubes
to Tenaris of all of Sidertubes's assets and liabilities and (ii) an offer to
the public (the "Exchange Offer") to exchange shares or ADSs, as the case may
be, of Tenaris (the "Tenaris Shares") for shares or ADSs of Siderca (the
"Siderca Shares"), shares or ADSs of Tamsa (the "Tamsa Shares") and shares of
Dalmine (the "Dalmine Shares" and, together with the Siderca Shares and the
Tamsa Shares, the "Target Shares").
WHEREAS, the boards of directors of Sidertubes and Tenaris have determined
that, subject to the terms and conditions set forth in this Agreement,
Sidertubes shall (i) contribute to Tenaris all of its assets and liabilities in
exchange for newly issued Tenaris Shares (the "First Contribution"); (ii) upon
settlement of the Exchange Offer, satisfy Tenaris's obligation to deliver
Tenaris Shares pursuant to the Exchange Offer by delivering to the shareholders
of Siderca, Tamsa and Dalmine who have tendered their shares pursuant to the
Exchange Offer (the "Public Shareholders") such Tenaris Shares out of the
Tenaris Shares received by Sidertubes in connection with the First Contribution;
and (iii) following Sidertubes' delivery of Tenaris Shares to the Public
Shareholders, make a second capital contribution to Tenaris (the "Second
Contribution") of all of Sidertubes' assets and liabilities in exchange for
newly-issued Tenaris Shares.
NOW, THEREFORE, in consideration of the promises and the mutual agreements
and covenants hereinafter set forth, Sidertubes and Tenaris hereby agree as
follows:
ARTICLE I
FIRST CONTRIBUTION OF all ASSETS AND LIABILITIES
SECTION 1.01. First Contribution of All Assets and Liabilities. (a) Upon
the terms and subject to the conditions of this Agreement, Sidertubes shall
contribute, transfer and deliver to Tenaris, free and clear of all liens,
equities, charges or other encumbrances ("Encumbrances"), all of its assets and
liabilities as of the First Closing Date (as defined below), and Tenaris shall
receive, accept and acquire such assets and liabilities.
(b) The assets and liabilities subject to the First Contribution (which
consist primarily of Sidertubes' interests in Siderca, Tamsa and Dalmine not
already owned through Tenaris, the 100% interest in Tenaris Global Services, the
Tenaris Shares owned by Sidertubes prior to the First Contribution and a credit
on account of future capital contributions held by Sidertubes against Tenaris
associated with the transfer of Invertub to Tenaris (the "Invertub Credit") are
listed on Exhibit 1.01(a).
(c) The value at which the assets and liabilities will be contributed to
the Company shall be fixed by the parties in the deed to be executed before a
Luxembourg notary on the First Closing Date (as defined below) in accordance
with Luxembourg law (the "Deed"). Sidertubes and Tenaris acknowledge that, for
purposes of the First Contribution and pursuant to Section Third of the
"Agreement between Sidertubes and Tenaris regarding the contribution of the
shares of the Argentine company Santa Xxxxx S.A.I.F.", dated as of May 23, 2002,
the amount of the Invertub Credit will be adjusted by valuing Invertub's (x)
holding in Siderca at the same value to be assigned in the Deed to the shares of
Siderca directly owned by Sidertubes and (y) other assets at book value.
(d) Upon receipt of Sidertubes' assets and liabilities, Tenaris shall issue
and deliver to Sidertubes 710.747.090 fully paid-up Tenaris Shares, with a value
per share to be determined by reference to the value assigned in the Deed to the
assets and liabilities contributed to the Company, out of which US$ 1 shall be
allocated to share capital, US$.10 shall be allocated to legal reserve and the
balance shall be allocated to share premium.
SECTION 1.02. First Closing. The consummation of the First Contribution as
contemplated by Section 1.01. above (the "First Closing") shall occur after the
date of this Agreement and before the commencement of the Exchange Offer at such
place and at such date as Sidertubes and Tenaris may mutually agree upon (the
"First Closing Date").
ARTICLE II
DELIVERY OF TENARIS SHARES TO THE PUBLIC SHAREHOLDERS.
SECTION 2.01. Delivery of Tenaris Shares. Promptly after the announcement
by Tenaris of its acceptance of the Target Shares tendered pursuant to the
Exchange Offer, Sidertubes
2
shall deliver, or cause to be delivered, to the exchange agents of each
jurisdiction where the Exchange Offer shall take place (the "Exchange Agents")
Tenaris Shares in an amount sufficient to satisfy Tenaris' obligation pursuant
to the Exchange Offer to deliver Tenaris Shares to the Public Shareholders in
accordance with the exchange ratios determined for purposes of the Exchange
Offer.
SECTION 2.02. Treatment for U.S. federal income tax purposes.
Sidertubes and Tenaris agree and acknowledge that, for U.S. federal income
tax purposes, by delivering Tenaris Shares to the Exchange Agents pursuant to
the Exchange Offer Sidertubes will be acting on behalf and as an agent of
Tenaris.
SECTION 2.03. Consideration.
In consideration of Sidertubes' delivery of Tenaris Shares to the Exchange
Agents, Sidertubes shall receive from Tenaris a loan note for an amount of
dollars resulting from multiplying the number of Tenaris Shares delivered by
Sidertubes to the Exchange Agents by the value per share assigned to the Tenaris
Shares as per 1.01 (d) (the "Exchange Credit"), and the Exchange Credit shall be
satisfied only as provided in Section 3.01.(b)(ii).
ARTICLE III
SECOND CONTRIBUTION OF ALL ASSETS AND LIABILITIES
SECTION 3.01. Second Contribution of All Assets and Liabilities. (a) As
soon as practicable after delivery of the Tenaris Shares to the Public
Shareholders pursuant to the Exchange Offer (the "Settlement" of the Exchange
Offer), Sidertubes shall contribute, transfer and deliver to Tenaris all of its
assets and liabilities as of the Second Closing Date, free and clear of all
Encumbrances, and Tenaris shall receive, accept and acquire such assets and
liabilities. The assets and liabilities subject of this Second Contribution
shall consist of any Tenaris Shares not delivered to the Public Shareholders
(the "Remaining Tenaris Shares") and the Exchange Credit.
(b) Upon receipt of such assets and liabilities, Tenaris shall issue and
deliver to Sidertubes 710.747.090 fully paid-up Tenaris Shares in an amount
calculated as follows: (i) one Tenaris Share for each Remaining Tenaris Share
contributed by Sidertubes to Tenaris pursuant to the Second Contribution; and
(ii) as payment in full of the Exchange Credit, one Tenaris Share for each
Tenaris Share delivered, or caused to be delivered, by Sidertubes to the
Exchange Agents in accordance with Section 2.01 of this Agreement. All such new
Tenaris Shares shall be issued at the same value per share than the Tenaris
Shares issued pursuant to the First Contribution, out of which US$ 1 shall be
allocated to share capital, US$.10 shall be allocated to legal reserve and the
balance shall be allocated to share premium; provided that, if Section 3.01.(c)
applies, such value shall be reduced as provided therein.
(c) In the event that, as of the Second Closing Date (as defined below),
the value of the Exchange Credit is higher than the market value of the Target
Shares as determined in accordance with Luxembourg law, then, and only to the
extent required by Luxembourg law, Sidertubes and Tenaris will agree to a
reduction of the Exchange Credit to a value consistent with Luxembourg law's
requirements for contributions in kind (Companies Law 26-
3
1), and the amount of such reduction will be deducted solely from the amounts
allocated to share premium under Section 1.01(d), without affecting the number
of Tenaris Shares to be issued pursuant to 3.01.(b).
SECTION 3.02. Closing of the Second Contribution. The Second Contribution
(the "Second Closing" and, together with the First Closing, the "Closings")
shall be consummated as soon as practicable after the Settlement of the Exchange
Offer at such place and at such date (the "Second Closing Date") as Sidertubes
and Tenaris may mutually agree upon.
ARTICLE IV
REPRESENTATIONS, WARRANTIES and covenants OF SIDERTUBES
Sidertubes hereby represents and warrants to Tenaris as follows:
SECTION 4.01. Organization, Authority and Qualification of Sidertubes.
Sidertubes is a corporation duly organized, validly existing and in good
standing under the laws of the Grand Duchy of Luxembourg and has all necessary
power and authority to enter into this Agreement, to carry out its obligations
hereunder and to consummate the transactions contemplated by this Agreement. The
execution and delivery of this Agreement by Sidertubes, the performance by
Sidertubes of its obligations hereunder and the consummation by Sidertubes of
the transactions contemplated by this Agreement have been duly authorized by all
requisite action on the part of Sidertubes. This Agreement has been duly
executed and delivered by Sidertubes, and this Agreement constitutes legal,
valid and binding obligations of Sidertubes, enforceable against Sidertubes in
accordance with its terms.
SECTION 4.02. Ownership of the shares of Siderca, Tamsa and Dalmine. The
shares of Siderca, Tamsa, and Dalmine shall be transferred to Tenaris free and
clear from any Encumbrances and together with all rights now or hereafter
attaching thereto, including voting rights and the right to all dividends, other
distributions and interest payments declared, made or paid.
SECTION 4.03. Representations and Warranties related to Tenaris Global
Services
(a) Organization, Authority and Qualification of Tenaris Global Services.
Tenaris Global Services is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation and has
all necessary power and authority to own, operate or lease the properties and
assets now owned, operated or leased by it and to carry on its business as it
has been and is currently conducted, except to the extent that the failure to be
so organized, existing and in good standing would not adversely affect the
ability of Tenaris Global Services and the Subsidiaries (as defined herein
below) to conduct their businesses. Tenaris Global Services is duly licensed or
qualified to do business and is in good standing in each jurisdiction in which
the properties owned or leased by it or the operation of its business makes such
licensing or qualification necessary, except to the extent that the failure to
be so licensed or qualified and in good standing would not adversely affect the
ability of Tenaris Global Services and the Subsidiaries to conduct their
businesses.
4
(b) Subsidiaries. (i) Appendix 4.03 (b) (i) sets forth a true and complete
list of all of Tenaris Global Services's subsidiaries (the "Subsidiaries"),
listing for each entity its name, type of entity, the jurisdiction, its
authorized capital stock, partnership capital or equivalent, the number of its
issued and outstanding shares of capital stock, partnership interests or similar
ownership interests and the current ownership of such shares, partnership
interests or similar ownership interests. Tenaris Global Services's ownership of
the shares, partnership interests or similar ownership interests in the
Subsidiaries is free and clear of any Encumbrance.
(ii) Each Subsidiary: (i) is duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation, (ii) has all
necessary power and authority to own, operate or lease the properties and assets
owned, operated or leased by such Subsidiary and to carry on its business as it
has been and is currently conducted by such Subsidiary and (iii) is duly
licensed or qualified to do business and is in good standing in each
jurisdiction in which the properties owned or leased by it or the operation of
its business makes such licensing or qualification necessary, except to the
extent that the failure to be so licensed or qualified and in good standing
would not adversely affect the ability of Tenaris Global Services and the
Subsidiaries to conduct their business.
(c) Capitalization. The capital stock of Tenaris Global Services consists
of 359,275,000 shares of Common Stock all of which are validly issued,
outstanding, fully paid and nonassessable. Upon consummation of the transactions
contemplated by this Agreement and registration of the shares of Tenaris Global
Services in the name of Tenaris in the stock records of Tenaris Global Services,
Tenaris will own all the issued and outstanding capital stock of Tenaris Global
Services free and clear of all Encumbrances.
(d) Financial Information. Appendix 4.03(d) includes true and complete
copies of the unaudited special consolidated balance sheet of Tenaris Global
Services as of June 30, 2002, and the related audited consolidated statements of
income, retained earnings, stockholders' equity of Tenaris Global Services
accompanied by the reports thereon of Tenaris Global Services' accountants
(collectively, the "Financial Statements"). The Financial Statements (i) were
prepared in accordance with the books of account and other financial records of
Tenaris Global Services and the Subsidiaries, (ii) present fairly the
consolidated financial condition and results of operations of Tenaris Global
Services and the Subsidiaries as of the dates thereof or for the periods covered
thereby, and (iii) have been prepared in accordance with International
Accounting Standards.
(e) Absence of Undisclosed Liabilities. There are no liabilities of Tenaris
Global Services or any Subsidiary, other than liabilities (i) reflected or
reserved against on the Financial Statements, or (iii) incurred since the date
of the Financial Statements in the ordinary course of business, consistent with
past practice, of Tenaris Global Services and the Subsidiaries.
SECTION 4.04. Shares of Tenaris. The Tenaris Shares to be delivered to the
Exchange Agents as provided in Section 2.01 of this Agreement shall be
transferred free and clear from any Encumbrances and together with all rights
attaching thereto, including voting rights and the right to all dividends, other
distributions and interest payments declared, made or paid.
5
SECTION 4.05. Further Action. Sidertubes shall use all reasonable efforts
to take, or cause to be taken, all actions necessary, proper or advisable under
applicable law, and to execute and deliver such documents, as may be required to
carry out the provisions of this Agreement and consummate and make effective all
the transactions contemplated by this Agreement.
ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS OF TENARIS
Tenaris hereby represents and warrants to Sidertubes as follows:
SECTION 5.01. Organization, Authority and Qualification of Tenaris. Tenaris
is a corporation duly organized, validly existing and in good standing under the
laws of the Grand Duchy of Luxembourg and has all necessary power and authority
to enter into this Agreement, to carry out its obligations hereunder and
thereunder and to consummate the transactions contemplated by this Agreement.
The execution and delivery of this Agreement by Tenaris, the performance by
Tenaris of its obligations hereunder and the consummation by Tenaris of the
transactions contemplated by this Agreement have been duly authorized by all
requisite action on the part of Tenaris and its stockholders. This Agreement has
been duly executed and delivered by Tenaris, and this Agreement constitutes
legal, valid and binding obligations of Tenaris, enforceable against Tenaris in
accordance with its terms.
SECTION 5.02. Further Action. Tenaris shall use all reasonable efforts to
take, or cause to be taken, all appropriate action, do or cause to be done all
things necessary, proper or advisable under applicable law, and to execute and
deliver such documents, as may be required to carry out the provisions of this
Agreement and consummate and make effective all the transactions contemplated by
this Agreement.
ARTICLE VI
CONDITIONS TO CLOSINGS
SECTION 6.01. Conditions to Obligations of Sidertubes. (i) The obligation
of Sidertubes to consummate the First Contribution as contemplated in Article I
of this Agreement shall not be subject to the fulfillment or waiver of any
condition.
(ii) The obligations of Sidertubes to consummate the transactions
contemplated by Articles II and III of this Agreement shall be subject to the
fulfillment or written waiver by the applicable party of each of the following
conditions:
(a) All the conditions to which the Exchange Offer is subject, as set
forth in the documentation for the Exchange Offer, shall have been
fulfilled or waived by Tenaris, and the Target Shares tendered by the
Public Shareholders pursuant to the Exchange Offer shall have been accepted
by Tenaris.
(b) No action shall have been commenced by or before any governmental
authority against either Sidertubes or Tenaris, seeking to restrain or
materially and adversely alter the transactions contemplated by this
Agreement which, in the reasonable, good faith
6
determination of Sidertubes, is likely to render it impossible or unlawful
to consummate such transactions.
SECTION 6.02. Conditions to Obligations of Tenaris. The obligations of
Tenaris to consummate the transactions contemplated by this Agreement shall be
subject to the fulfillment or written waiver of each of the following
conditions:
(a) At or prior to the First Closing, the representations and
warranties of Sidertubes contained in this Agreement shall have been true
and correct in all material respects.
(b) At or prior to the Second Closing, Sidertubes shall have complied
in all material respects with the covenants and agreements contained in
this Agreement to be complied with by it.
(c) At or prior to the Second Closing, no Action shall have been
commenced or threatened by or before any Governmental Authority against
either Sidertubes or Tenaris, seeking to restrain or materially and
adversely alter the transactions contemplated by this Agreement which, in
the reasonable, good faith determination of Tenaris, is likely to render it
impossible or unlawful to consummate such transactions.
ARTICLE VII
INDEMNIFICATION
SECTION 7.01.
(a) Tenaris shall be indemnified and held harmless by Sidertubes for and
against any and all liabilities, losses, damages, claims, demands, costs and
expenses of any kind (including, without limitation, attorneys' and consultants'
fees and expenses) actually suffered or incurred by Tenaris (hereinafter a
"Loss"), arising out of or resulting from the breach of any representation,
warranty, covenant or obligation made or assumed by Sidertubes in this
Agreement.
(b) Sidertubes shall be indemnified and held harmless by Tenaris for and
against any and all Losses, arising out of or resulting from the breach of any
representation, warranty, covenant or obligation made or assumed by Tenaris in
this Agreement.
(c) Sidertubes and its shareholders, directors, officers, agents and
employees shall be indemnified and held harmless by Tenaris, from and against
any Losses relating to or arising out of any claims from any person (other than
Sidertubes) (including, but not limited to, governmental entities and persons
acquiring Tenaris Shares) based on or caused by (i) activities performed by
Sidertubes pursuant to this Agreement and the transactions contemplated hereto
or (ii) the Exchange Offer and the information disclosed or statements made (or
omitted to be made) by Tenaris or its officers, agents or advisors in connection
thereto.
(c) Either party shall give to the other party notice of any matter that
has given or could give rise to a right of indemnification under this Agreement,
within 60 days of such determination, stating the amount of the Loss, if known,
and method of computation thereof, and containing a reference to the provisions
of this Agreement in respect of which such right of indemnification is claimed
or arises.
7
ARTICLE VIII
TERMINATION AND AMENDMENT
SECTION 8.01. Termination. This Agreement may be terminated:
(a) by either Sidertubes or Tenaris if, between the date hereof and
the First Closing the representations and warranties of Tenaris or
Sidertubes, as the case may be, contained in this Agreement shall not have
been true and correct in all material respects when made or Tenaris or
Sidertubes, as the case may be, shall not have complied in all material
respects with the covenants or agreements contained in this Agreement to be
complied with by it; or
(b) by either Tenaris or Sidertubes in the event that any Governmental
Authority shall have issued an order, decree or ruling or taken any other
action restraining, enjoining or otherwise prohibiting the transactions
contemplated by this Agreement or the Exchange Offer and such order,
decree, ruling or other action shall have become final and nonappealable.
SECTION 8.02. Effect of Termination. In the event of termination of this
Agreement, this Agreement shall forthwith be of no further effect and there
shall be no liability on the part of either party hereto except that nothing
herein shall relieve either party from liability for any breach of this
Agreement.
SECTION 8.03. Amendment. This Agreement may not be amended or modified
except by an instrument in writing signed by, or on behalf of, Sidertubes and
Tenaris.
ARTICLE IX
GENERAL PROVISIONS
SECTION 9.01. Expenses. Except as otherwise specified in this Agreement,
all costs and expenses, including, without limitation, fees and disbursements of
counsel, financial advisors and accountants, incurred in connection with this
Agreement and the transactions contemplated by this Agreement shall be paid by
the party incurring such costs and expenses.
SECTION 9.02. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or made (and
shall be deemed to have been duly given or made upon receipt) by delivery in
person, by an internationally recognized overnight courier service, by telecopy
or registered or certified mail (postage prepaid, return receipt requested) to
the respective parties at the following addresses (or at such other address for
a party as shall be specified in a notice given in accordance with this Section
9.02):
(a) if to Sidertubes:
00, Xxxxxx Xxxxxxxx
Xxxxxxxxxx - Xxxxxxxxxx
X-0000
Telecopy: 41 22 807 03 81______________
Attention: Xxxxxx Xxxxxxx
8
(b) if to Tenaris:
00, Xxxxxx Xxxxxxxx
Xxxxxxxxxx - Xxxxxxxxxx
X-0000
Telecopy: 41 22 807 03 81
Attention: Xxxxxx Xxxxxxxx
SECTION 9.03. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any Law or
public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect for so long as the economic or
legal substance of the transactions contemplated by this Agreement is not
affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated by
this Agreement are consummated as originally contemplated to the greatest extent
possible.
SECTION 9.04. Assignment. This Agreement may not be assigned by operation
of law or otherwise without the express written consent of Sidertubes and
Tenaris (which consent may be granted or withheld in the sole discretion of
Sidertubes or Tenaris).
SECTION 9.05. No Third Party Beneficiaries. Except for Article VII (c),
this Agreement shall be binding upon and inure solely to the benefit of the
parties hereto and their permitted assigns and nothing herein, express or
implied, is intended to or shall confer upon any other Person, any legal or
equitable right, benefit or remedy of any nature whatsoever, under or by reason
of this Agreement.
SECTION 9.06. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the Grand Duchy of Luxembourg.
SECTION 9.07. Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission) in two or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement.
[REMAINING PAGE INTENTIONALLY LEFT BLANK]
9
IN WITNESS WHEREOF, Sidertubes and Tenaris have caused this Agreement to be
executed as of the date first written above by their respective officers
thereunto duly authorized.
Sidertubes S.A.
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Director
By: /s/ Xxxxxx Xxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Director
Tenaris S.A.
By: /s/ Xxxxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Director
10
EXHIBIT 1.01 (a)
ASSETS AND LIABILITIES OF SIDERTUBES
ASSETS
Cash and Cash Equivalents
Invertub Credit
519.578.214 ordinary shares Class "A" of Siderca S.A.I.C.
23.813.115 ordinary shares of Tubos xx Xxxxx de Mexico S.A.
2.550.000 shares of Dalmine SpA
30,010 ordinary Shares of Tenaris S.A.
359,275,000 ordinary Shares of Tenaris Global Services S.A.
LIABILITIES
0.
11
APENDIX 4.03(b)(i)
SUBSIDIARIES
TENARIS NETWORK:
=============================== ============= ============== ================== ===============
SUBSIDIARY NAME ENTITY TYPE COUNTRY MAIN DIRECT SHAREHOLDER
SHAREHOLDER COUNTRY
=============================== ============= ============== ================== ===============
Tenaris Global Services(1) S.A. Uruguay Sidertubes S.A. Luxembourg
------------------------------- ------------- -------------- ------------------ ---------------
Tenaris Global Services L.L.C. L.L.C. USA Tenaris Global Uruguay
Services S.A.
------------------------------- ------------- -------------- ------------------ ---------------
DST Europe Ltd. Ltd. UK Tenaris Global Uruguay
Services S.A.
------------------------------- ------------- -------------- ------------------ ---------------
Tenaris Global Services B.V. B.V. Netherlands Tenaris Global Netherlands
Services B.V.
------------------------------- ------------- -------------- ------------------ ---------------
Siderca Corporation USA Tenaris Global Netherlands
Services B.V.
------------------------------- ------------- -------------- ------------------ ---------------
DST Japan K.K. K.K. Japan Tenaris Global Netherlands
Services B.V.
------------------------------- ------------- -------------- ------------------ ---------------
Techintrade Canada Inc. Inc. Canada Tenaris Global Uruguay
Services S.A.
------------------------------- ------------- -------------- ------------------ ---------------
Techintrade Norway AS AS Norway Tenaris Global Uruguay
Services S.A.
------------------------------- ------------- -------------- ------------------ ---------------
Socominter Trading Inc. Inc. Panama Tenaris Global Uruguay
Services S.A.
------------------------------- ------------- -------------- ------------------ ---------------
(Table continued from above)
TENARIS NETWORK:
=============================== ========= ============== =========== ========= ==============
SUBSIDIARY NAME % MAIN MINORITY COUNTRY % MIN. AMOUNT OF
SHARES
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Tenaris Global Services(1) 100 - - - 359,275,000(2)
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Tenaris Global Services L.L.C. 100 - - - 10,000
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DST Europe Ltd. 100 - - - 1,000
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Tenaris Global Services B.V. 100 - - - 100
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Siderca Corporation 100 266
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DST Japan K.K. 99.8333 Other O.T. Japan 0.1667 600
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Techintrade Canada Inc. 100 - - - 150,000
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Techintrade Norway AS 100 - - - 500
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Socominter Trading Inc. 100 - - - 1,000
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(1) The current name is Abeluz S.A. and will change its name into Tenaris
Global Services S.A.
(2) On June 27th, 2002 a shareholders meeting of Tenaris Global Services
approved a capital increase for an amount of Uruguayan Pesos 357.775.000,
changing the capital stock of the company from Uruguayan Pesos 1,500,000 to
Uruguayan Pesos 359,275,000. Since such capital increase is in the process
of being registered in Uruguay's Register of Corporations, the shares
issued by Tenaris Global Services are represented as follows: (i) 1,500,000
shares by two definitive share certificates, one representing 375,000
shares and the other representing 1,125,000 shares, and (ii) 357.775.000 by
one provisory share certificate that will be replaced by a definitive share
certificate once the capital increase is registered in Uruguay's Register
of Corporations.
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Socominter Trading Inc. Suc. Branch Colombia Socominter Xxxxxx 000
Xxxxxxxx Trading Inc.
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Socominter de Bolivia S.R.L. S.R.L. Bolivia Socominter Panama 99
Trading Inc.
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Socominter Soc. Com. Soc. Com. Chile Tenaris Global Uruguay 99
Internacional Ltda. Int. Ltda. Services S.A.
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Socominter S.A.3 S.A. Venezuela Tenaris Global Uruguay 100
Services S.A.
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Siderca Pte. Ltd. Ltd. Singapore Tenaris Global Uruguay 100
Services S.A.
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Socominter Far East Ltd. Ltd. Singapore Tenaris Global Uruguay 100
Services S.A.
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Techintrade (B.V.I.) Ltd. Ltd. X.X.X. Xxxxxxx Xxxxxx Xxxxxxx 000
Services S.A.
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Tubular DST Nigeria Ltd. Ltd. Nigeria Techintrade B.V.I. 99.99
(B.V.I.) Ltd.
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(Table continued from above)
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Socominter Trading Inc. Suc. - - -
Colombia
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Socominter de Bolivia S.R.L. Tenaris Uruguay 1 200
Global
Services S.A.
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Socominter Soc. Com. Other O.T. Panama 1 100
Internacional Ltda.
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Socominter S.A.3 - - - 250,000
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- - 1,712,979
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Siderca Pte. Ltd. - - - 100,000
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Socominter Far East Ltd. - - - 1,000,000
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Techintrade (B.V.I.) Ltd. - - - 1,000
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Tubular DST Nigeria Ltd. Tenaris Liechteinstein - 5,000,000
Connections A.G.
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--------------------
3 Socominter S.A. is in the final stage of merging with TAD-Chacin C.A. The
merger is expected to be completed by late July early August 0000
XXXXXXXX 4.03(d)
UNAUDITED SPECIAL CONSOLIDATED BALANCE SHEET OF TENARIS GLOBAL SERVICES.
ABELUZ S.A.( TO BE NAMED TENARIS GLOBAL SERVICES S.A.)
BALANCE SHEET AT JUNE 30TH, 2002.
(IN US DOLLARS)
ASSETS 2002
-----------
CURRENT ASSETS
Cash and cash equivalents 13.433.968
Receivables
Trade receivables 118.702.199
Other 15.502.921
Inventories 113.440.889
-----------
261.079.977
-----------
NON CURRENT ASSETS
Receivables 1.130.141
Investments 48.154
Property, plant and equipment 2.046.158
Intangible assets 56.473
Other assets 425.647
-----------
3.706.573
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TOTAL ASSETS 264.786.550
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Trade payables 234.009.976
Borrowings 9.862.369
Tax liabilities 3.997.851
Other debts 2.290.974
-----------
250.161.170
-----------
NON CURRENT LIABILITIES
Other liabilities 281.564
-----------
281.564
-----------
-----------
TOTAL LIABILITIES 250.442.734
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-----------
SHAREHOLDERS' EQUITY 14.343.816
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 264.786.550
===========
