Mitrani Caballero & Ruiz Moreno advised Tenaris on its agreement to acquire Mattr’s pipe coating business
Mitrani Caballero advised its client, Tenaris, in connection with its agreement to acquire the pipe coating business of Shawcor (now rebranded to Mattr), a publicly listed Canada-based provider of engineered solutions to support infrastructure projects world-wide.
The agreement was signed on August 14, 2023, and provides for the acquisition, by a Tenaris Dutch subsidiary, of 100% of the shares of Bredero Shaw International BV, which holds Mattr’s pipe coating business, for US$ 166 million (including working capital), on a cash-free, debt-free basis, subject to customary price adjustments.
The transaction was particularly challenging due to the multiple jurisdictions involved. The coating business being acquired by Tenaris includes nine plants and several mobile concrete plants or coating assets located in Canada, Mexico, Norway, Indonesia, the UAE, the U.S., and Italy. The business also includes world-class R&D facilities in Toronto and Norway and a wide IP/product portfolio over 2000 thousand employees in several jurisdictions. The legal teams faced multiple challenges and were required to coordinate and harmonize legal issues and particularities in each jurisdiction. In addition, the Canadian pipe coating business is currently owned directly by seller and will have to be reorganized prior to closing by transferring assets, contracts and IP rights to a newly-incorporated Canadian company.
The transaction is subject to regulatory approvals in Mexico and Norway. Closing is expected to be completed within approximately six months.
Counsel to Tenaris
International counsel: Mitrani, Caballero & Ruiz Moreno.
Corporate: partners Diego Parise and Mercedes Rodriguez Giavarini; senior associate Carolina Villar Freuler and associate Carolina Maddalena.
Competition: partner Aixa Sureda and counsel Evangelina González Soldo.
Labor: partners Felicitas de Achával and Esteban Valansi and associates
IP: partner Ignacio M. Bereterbide and associate Luz M. Nuñez.
Counsel on competition and regulatory matters:
Mexico: SAI Consultores, through partner Lucía Ojeda Cárdenas, senior associate Ernesto Álvarez Castillo and associate Francisco Garcia del Valle Torres
Norway: Simonsen Vogt Wiig, through partners Amund Fougner Bugge and Espen Bakken and associate Lovise Boen Engene.
In-house counsel:
Canada: Fiana Bakshan
United States: Laura Venta
Counsel to Shawcor
International Counsel: Dentons.
Corporate: partners Kelli N. Patel and George Antonopoulos and senior associate Mauryah N. A. McLaughlin (Canada)
Competition and regulatory: partner Yves Botteman (Belgium).
Counsel on competition and regulatory matters:
Mexico: Dentons, through partner Amanda Valdez and senior associate Imanol Ramirez.
Norway: Grette, through partner Odd Stemsrud.
In-house counsel:
Canada: Tim Hutzul and Roberta Borges
