Gathered Tubes has communicated this Monday to the National Securities Market Commission (CNMV) that, within the framework of the bankruptcy process of its subsidiary companies, the Civil Section of the Court of Instance of Vitoria-Gasteiz has issued two orders that declare and agree to publish in the Public Bankruptcy Registry the bases presented by the Bankruptcy Administrator aimed at regulate the sales process of its subsidiaries, productive units and the parent company. Thus, as the company has reported, «these are the rules of the offer process for the potential acquisition of the mixed productive unit or of the Group companies». The operation includes the parent company and the companies Tubos Reunidos Group, Tubos Reunidos Premium Threads, Applications Tubulares, Tubos Reunidos Services, Tubos Reunidos GmbH, Tubos Reunidos America and RDT. In this sense, the procedure will begin with the signing a confidentiality agreement. Once the duly signed confidentiality letter is received, along with a copy of the signatory’s powers of representation, the potential buyer will have the opportunity to participate in a legal and financial review or audit process of the Productive Unit or companies («Due Diligence»). «To carry out the Due Diligence, the people identified by the potential buyer in the Confidentiality Letter will have access to the virtual data room (the ‘Data Room’«)». Access to the Data Room will remain open 24 hours a day (except periods of suspension of access for maintenance and updating work on the operating systems of the Data Room provider) and for a period of 30 business days (according to the local calendar of Vitoria-Gasteiz) counting from the day following the end of the Initial Term (the «Data Room Access Term»). potential interested parties have accessed all the relevant information relating to the companies included in the perimeter, including, in particular, labor documentation, they will be recognized as possibility of holding up to a maximum of two meetingsto be held on consecutive days, with the legal representatives of the workers of the plants from Amurrio, Trápaga and Iruña de Oca. «The purpose of these meetings will be allow interested parties to acquire direct, complete and contrasted knowledge of the labor reality of companiesincluding, among other issues, the structure of the templates, typology of employment contracts, applicable working conditions, current collective commitments and, where appropriate, any other relevant circumstance that may affect the continuity of the activity and labor subrogation». «Coordinator») and within a period of 5 business days from the end of the Data Room Access Period, a first offer for the acquisition of the Productive Unit or the company or companies. The First Offer will be binding regarding the pricesaid price being the minimum amount that the Potential Buyer may offer in their Final Offer if selected to access the next phase of the Offer Process. «It will be positively valued that the potential bidders include in their first proposals the granting of interim financing in favor of the companies included in the scope of the operation, prior to the closing of the transfer.» In order to prevent actors from participating in the Offer Process who did not have a real interest in presenting a final binding offer in all its terms for the acquisition of the Productive Unit and/or the companies that make up the perimeter, thus potentially damaging the offer process and potential acquisition of the Productive Unit or companies, together with the issuance of the First Offer, the Potential Buyer must record, in deposit concept, an amount equivalent to 5% of the price of your First Offer. After the period of time to submit the First Offers, The offers will be analyzed and, at most, the 5 Potential Buyers who have offered the highest prices will be selected. in their First Offers (individually, a «Selected Potential Buyer», and jointly, the «Selected Potential Buyers»), provided that they comply with the requirements established above and, in particular, with the information that must be included in the First Offer. The Selected Potential Buyer will have the opportunity to participate in a question and answer process (the «Q&A») about the financial and legal aspects of the Production Unit. He Q&A procedure will consist of sending questions related to the information to which access was given through the Data Room. Once the previous process is completed, the Selected Potential Buyer must submit your final binding offerwhich must be presented within a maximum period of 10 business days from the end of the Meeting Period. Once the deadline for sending the Offers has ended, the Notary of Vitoria-Gasteiz, with the sole presence of the Bankruptcy Administration and the bankrupt parties, will proceed to open the envelopes with the Offers received. The company and the Bankruptcy Administration will carry out the qualification, assessment and ranking of offers according to, among other aspects, the impact on the continuity of business activity and the future viability of the business; maintenance of employment and assumed working conditions or the commitment to interim financing, to the extent that it guarantees operational continuity during the processing and execution of the operation. Once the social conditions of the offer have been met, the Bankruptcy Administration will transmit to the Section the selected offer, together with the agreement reached, within a maximum period of 72 hours, so that the Court of Instance proceeds, prior to the procedurally necessary procedures in accordance with the TRLC, to authorize the sale and purchase of the Productive Unit or the companies in favor of the selected bidder.
