We Advised Tenaris on the €86 Million Acquisition of Artrom
Mitrani Caballero acted as international legal counsel to Tenaris in connection with an agreement to acquire 100% of the share capital of Artrom Steel Tubes S.A., Romania’s leading manufacturer of seamless steel tubes. The company was owned by GLGH Steel LLC, a U.S.-based entity. The agreed base purchase price was €86 million.
This was a particularly complex transaction, requiring a sophisticated, multidisciplinary approach involving intricate regulatory processes, as well as sanctions and environmental considerations. The acquisition is expected to enable Tenaris to expand its range of industrial pipe products and strengthen its manufacturing footprint, enhancing its ability to serve clients in the European industrial segment.
The matter was led by partners Diego Parise and Carolina Villar Freuler, with the participation of senior associate Fiorella Belsito and associates Giuliana Colaneri and Denis Márquez. The team carried out a thorough analysis of the applicable regulatory and supervisory framework, including considerations linked to Artrom’s prior ownership structure and the need to lift certain administrative measures affecting the shares.
From an environmental standpoint, a sophisticated structuring was required to address matters related to the company’s facilities. The parties negotiated closing conditions tied to specific milestones in this area, tailored cost allocation mechanisms, and a comprehensive indemnification regime.
The transaction also required the negotiation, structuring, and placement of a representations and warranties insurance policy. This process involved extensive coordination with insurers to agree on appropriate coverage terms, limits, and exclusions aligned with the specific risk profile of the deal.
Finally, the acquisition included a complex purchase price adjustment mechanism encompassing multiple financial components, a dual escrow structure, a pre-closing asset transfer, and an option agreement.
“The work carried out highlights our team’s capability and experience in advising on highly complex cross-border transactions, coordinating multiple jurisdictions and navigating a demanding regulatory environment. We are proud to have structured innovative solutions and to support Tenaris in this strategic milestone,” said Carolina Villar.
Closing of the transaction is expected to take place during the fourth quarter of 2026. It remains subject to approval by the European Union competition authorities under the EU Merger Regulation (EUMR), review of foreign direct investment by the Romanian Competition Council and the Commission for the Examination of Foreign Direct Investments, and notification to the Romanian environmental authorities.
