Vallourec in International Employee Share Offering

Cleary Gottlieb assisted Vallourec, world leader in the production of seamless steel tubes, in structuring and implementing its “Value 08” international employee share offering plan. Close to 12,200 employees in eight countries (France, Germany, Brazil, United States, United Kingdom, Mexico, China and Canada), representing 68% of eligible personnel, subscribed to the proposed share offering, which represented 1.5% of the share capital. The deal closed on December 16, 2008.

The “Value 08” offering was structured as a leveraged offer intended to guarantee the employees’ personal contribution and to allow them to benefit from a multiple of the protected average increase in the share price over a five-year period. This “Value 08” offer was structured differently from one jurisdiction to another in order to comply with local regulations or to take advantage of specific tax provisions more favorable to employee subscriptions, while ensuring comparable economic advantages to all employees eligible for the offer.