Debevoise Advises TMK in its Share Repurchase Programme and GDR Delisting

20 May 2020

The Moscow and London offices of Debevoise & Plimpton LLP are advising PAO TMK (“TMK”), one of the world’s leading producers of tubular products for the oil and gas industry, in a repurchase of its ordinary shares by TMK’s subsidiary, Volzhsky Pipe Plant, Joint stock company (“VTZ”), and the prospective delisting of TMK’s global depositary receipts from the London Stock Exchange. 

The repurchase is being carried out by way of a voluntary tender offer by VTZ under Russian law made in compliance with the requirements for mandatory tender offers in respect of up to 358,758,064, or 34.7%, of ordinary shares of TMK, representing all outstanding shares of TMK other than those held by VTZ and its affiliates. The purchase price is RUB61 per ordinary share with a total purchase amount of RUB21.9 billion (or approximately $300 million). 

On 18 May 2020, VTZ submitted the voluntary tender offer to TMK, following the expiry of its statutory review period by the Central Bank of Russia, and on 19 May 2020, the Board of Directors of TMK unanimously recommended that TMK’s shareholders accept the offer. Following the completion of the voluntary tender offer, TMK expects to proceed with the cancellation of the listing of its global depositary receipts on the London Stock Exchange. 

The Debevoise team advising TMK is led by Moscow partners Alan Kartashkin and Natalia Drebezgina and London partner James Scoville, and includes associates Tamara Kulyk and Evgenii Lebedev

Debevoise advises leading Russian companies on tender offers for their equity securities and open market buybacks. In total, Debevoise has represented leading Russian companies in tender offers and open market buybacks for an aggregate amount of approximately $19 billion.