At a meeting on June 16, the Board of Directors of PJSC TMK approved the previously announced transition to a single share as a result of the merger of eight key controlled companies with the parent company. The relevant changes require the approval of the TMK shareholders' meeting, which will be held on July 31, 2025. The date for compiling the register of shareholders for participation in the meeting is June 27, 2025. This is stated in the company's message.
TMK shareholders who vote against the merger of controlled companies or do not participate in the meeting have the right to submit their shares for repurchase. The price for one TMK share will be 116.1 rubles. Such TMK shareholders will be able to submit their shares for repurchase until September 15, 2025. The calculations will be completed by October 15, 2025.
It is expected that by mid-August, all affiliated companies will approve joining TMK at meetings of shareholders/participants. As previously reported, the shares of minority shareholders of the affiliated companies who agree to the proposed changes will be exchanged for shares of TMK. An additional issue of TMK shares will be required for the exchange. To ensure the necessary flexibility, the company will register an additional issue in a larger volume than required by the exchange. However, the actual volume of the additional issue, according to preliminary estimates, will not exceed 5% of TMK's authorized capital. The shares not used in the exchange will be redeemed.
The owners of shares of the merged companies who do not agree to join TMK will be able to present their securities for repurchase. Conversion coefficients and repurchase prices will be calculated for each company on a market basis, which, according to Russian law, assumes an independent assessment of the market value of the shares of the merged companies. The specific parameters of conversion and repurchase for the owners of shares of the merged companies and TMK will be indicated in the materials for the general meeting of shareholders of each company.
The company plans to implement the transition to a single share as a result of the merger of eight controlled companies by December 31, 2025.
TMK is an industrial engineering company, supplier of pipe solutions, structural materials and related services. TMK shares are traded on the Moscow Stock Exchange.
