We are pleased to report the transaction, consisting of the acquisition by Luxembourg steelmaker Ternium S.A. of CSA, a Brazilian manufacturer of steel labs, from thyssenkrupp.
Summary of Transaction
On February 21, 2017, Ternium and thyssenkrupp AG (“tkAG”) entered into a definitive agreement to acquire a 100% ownership interest in thyssenkrupp Slab International B.V. (“tkSI”) and its wholly-owned Brazilian subsidiary, CSA Siderúrgica do Atlântico Ltda. (“CSA”), a steel slab producer with a steelmaking facility located in the state of Rio de Janeiro with an annual production capacity of 5 million tons of high-end steel slabs. CSA also has a deep-water harbor and a 490 MW combined cycle power plant.
As part of the transaction, tkAG will also assign to Ternium a two-million-ton per year agreement to supply slabs to a re-rolling facility in Alabama, U.S, previously owned by thyssenkrupp.
The transaction, which will require antitrust clearance in several jurisdictions, including Brazil, Germany and the U.S., and is subject to other conditions, is expected to close on or before September 30, 2017.
After the completion of the CSA acquisition, Ternium will substantially increase its steelmaking capacity.
Value of deal
The deal was valued based on an enterprise value an EUR 1.5 billion and using September 30, 2016 as a locked-box date. That value is subject to agreed-upon adjustments at closing. Based on the agreed-upon valuation and adjustments, and considering CSA’s financial debt with BNDES of EUR300 million, Ternium expects to disburse EUR1.26 billion at closing.
Date
Signing: February 21, 2017.
Status
Closing pending (expected by September 30, 2017).
Jurisdictions involved
Germany, Luxembourg, Netherlands, Brazil and the United States.
Participating counsel
Counsel to Ternium
- International counsel and global coordination: Mitrani Caballero Ojam & Ruiz Moreno
Lead Partner: Diego E. Parise.
Corporate matters: Juan I. Soma (partner), Guillermo CornejoBosch and Agustín Goncalves Borrega (associates).
Labor: Jorge Pico (partner), Esteban Valansi (partner) and Cecilia Brunelli (associate).
- Inhouse counsel: Fernando Duelo van Deusen and Cynthia Graf.
- Netherlands counsel: Allen & Overy, through partner Karine Kodde, senior associate Danielle du Bois-Buné and associate Rozemin Wissels (corporate), counsel Jochem Kin and associate Max van Boxel (tax) and counsel Marinus Winters and associate Elise Troll (antitrust).
- Brazilian counsel: Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados, through partner Eduardo Damião Gonçalves and associates Fábio Coelho Studart Montenegro and Adriano Castello Branco.
Counsel to thyssenkrupp
- International counsel and global coordination: Linklaters LLP, through partner Ralph Wollburg, counsel Christoph van Lier and associate Tobias Bünten and Alexander Jüngst (corporate), partner Sebastian Benz (tax) and associate Christoph Barth (antitrust).
- Inhouse counsel: Martin Schlag.
- Netherlands counsel: Linklaters LLP.
- Brazilian counsel: Lobo & Rizzo.