Mattr Signs Definitive Agreement to Sell a Substantial Part of Its Pipeline and Pipe Services Segment to Tenaris for Approximately $220 Million CAD

By: Shawcor Ltd., dba Mattr Infratech via GlobeNewswire

August 14, 2023 at 19:00 PM EDT

TORONTO, Aug. 14, 2023 (GLOBE NEWSWIRE) -- Shawcor Ltd., dba Mattr Infratech (“Mattr” or the “Company”) (TSX: MATR) announced today that it has entered into a definitive agreement to sell a substantial part of its pipe coating division (“Pipeline Performance Group” or “PPG”) to Tenaris S.A. (“Tenaris”) (NYSE and Mexico: TS and EXM Italy: TEN), including its wholly owned operations in Canada, the US, Mexico, Norway, the UAE and Indonesia, several mobile concrete coating plants, its joint-venture interest in Azerbaijan, its world-class research and development capabilities in Toronto and Norway, and a broad portfolio of intellectual property.

A conference call/webcast to discuss this pending transaction will be held on Tuesday, August 15^th, 2023 at 12:00pm ET. Mattr will use a presentation to accompany its conference call. Please visit the Mattr Investor Centre website at mattr.com or use the following link for further details: https://register.vevent.com/register/BIac53e436cf8a4047ac63067a2d70c186

The transaction will involve a mixture of legal entity and asset sales, and is subject to customary closing conditions, including regulatory approvals, which the Company currently anticipates will be completed within approximately six months. The company will retain all earnings from the business until the transaction closes, and upon closing, the Company expects to receive gross sale proceeds of approximately $166 million USD, or approximately $220 million CAD at current exchange rates, on a cash-free, debt-free basis, subject to normal working capital adjustments.

The perimeter of the transaction does not include entities of the PPG business in Malaysia, Italy, the United Kingdom and Brazil, which the Company remains committed to exit at the appropriate time.

“Once complete, the transaction announced today, combined with the previously completed sale of PPG’s Socotherm Argentina and UK specialty coating businesses, and a few remaining non-material actions, will conclude our strategic review process,” said Mike Reeves, Mattr’s President and CEO.

“Aligned with the Company’s actions over the last two and half years to simplify its portfolio, lower its volatility and increase its full-cycle margins, this announcement positions Mattr to accelerate its pursuit of focused, high-return growth in our remaining core businesses. While it will take several months to complete the pending transaction, I would like to take this opportunity to thank every member of the PPG team for their many contributions to the history and success of our organization.”

Effective August 15, 2023, the PPS segment, except those entities excluded from the transaction, will be accounted as held for sale and financial reporting will transition to discontinued operations. The Company currently allocates approximately $8 million CAD of its annual corporate costs to the PPS segment. Upon transition of a substantial portion of the segment to discontinued operations, these costs will instead be reflected within the Company’s corporate division and, upon completion of the transaction, will be partially offset by income tied to a transition services agreement. The Company is committed to lowering these costs over time.

Goldman Sachs & Co. LLC served as the Company’s exclusive financial advisor for this transaction.

About Mattr
Mattr is a growth-oriented, global materials technology company broadly serving critical infrastructure markets, including transportation, communication, water management, energy and electrification. The Company operates through a network of fixed and mobile manufacturing facilities. Its three business segments, Composite Technologies, Connection Technologies and Pipeline & Pipe Services enable responsible renewal and enhancement of critical infrastructure while lowering risk and environmental impact.

For further information, please contact:

Meghan MacEachern
Director, External Communications & ESG
Telephone: 437.341.1848
Email: meghan.maceachern@mattr.com
Website: www.mattr.com

Forward Looking Information

This news release contains forward-looking information within the meaning of applicable securities laws. Words such as "may", "will", "should", "anticipate", "plan", "expect", "believe", "predict", "estimate" or similar terminology are used to identify forward-looking information. This forward-looking information is based on assumptions, estimates and analysis made in the light of the Company's experience and its perception of trends, current conditions and expected developments, as well as other factors that are believed by the Company to be reasonable and relevant in the circumstances. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from those predicted, expressed or implied by the forward-looking information. The forward-looking information is provided as of the date of this news release and the Company does not assume any obligation to update or revise the forward-looking information to reflect new events or circumstances, except as required by law.

Source: Shawcor Ltd., dba Mattr Infratech