EX-99.(C)(2) 4 a2213520zex-99_c2.htm EX-99.(C)(2)

Exhibit (c)-(2)

 

WSP Holdings Limited Presentation to the Special Committee of the Board of Directors February 21, 2013 Confidential w w w . H L . c o m U . S . 8 0 0 . 7 8 8 . 5 3 0 0 E u r o p e + 4 4 . 2 0 . 7 8 3 9 . 3 3 5 5 H o n g K o n g + 8 5 2 . 3 5 5 1 . 2 3 0 0 J a p a n + 8 1 . 3 . 4 5 7 7 . 6 0 0 0 Los Angeles • New York • Chicago • San Francisco • Minneapolis • Washington, D.C. • Dallas • Atlanta • London • Paris • Frankfurt • Hong Kong • Tokyo • Beijing

 


Table of Contents WSP Holdings Limited Page Transaction Overview 2 Financial Analysis 8 Additional Financial Data 18 1

 


Transaction Overview

 


Summary of Selected Transaction Terms1 Transaction Overview . Parties to the Transaction . WSP Holdings Limited (“WSP” or the “Company”) . H.D.S. Investments LLC (“HDS” or the “Guarantor”) “Excluded Shares” means, collectively: . Shares owned by Parent, Merger Sub or the Company (as treasury shares, if any), or by any direct or indirect wholly owned subsidiary of Parent, Merger Sub or the Company. WSP OCTG GROUP Ltd. (WSP ), an affiliate of HDS (“Parent”) . JM OCTG GROUP Ltd. (JM), a wholly-owned subsidiary of Parent (“Merger Sub”) . Mr. Longhua Piao (“Mr. Piao”), the Chairman of the Board of “Rollover Shares”: Shares held by EMH, Mr. Piao and UMW . “Dissenting Shares”: Shares owned by holders who have validly exercised and not lost their appraisal rights . Certain Closing Conditions Directors of WSP . Expert Master Holdings Limited (“EMH”), a wholly owned subsidiary of Mr. Piao and majority shareholder of WSP . UMW China Ventures (L) Ltd. (“UMW”), a significant shareholder of WSP . Affirmative vote of shareholders representing two-thirds or more of the Shares present and voting in person or by proxy as a single class . Company Termination Fee . US$1.0 million . Parent Termination Fee . HDS, Parent, Merger Sub, Mr. Piao, EMH and UMW collectively referred to as the “Buyer Group” . Form of Transaction . Merger of Merger Sub with and into the Company, with the US$1.8 million . Financing: Approximately US$17.3 million . Guarantor has committed to provide Parent with the cash amount necessary to fully finance the Transaction Company surviving as a wholly owned subsidiary of Parent (the “Transaction”) . Form of Consideration . Cash: each outstanding ordinary share of the Company (a “Share” or, collectively, the “Shares”), other than Excluded Sh ( d fi d b l ) ill b d i h i h Shares as defined below), will be converted into the right to receive US$0.32 in cash (the “Per Share Merger Consideration”) and each outstanding American Depository Share, representing 10 Shares (an “ADS” or, collectively, the “ADSs”), will be converted into the right to receive US$3.20 in cash (the “Per ADS Merger Consideration”) 3 1. This summary is intended only as an overview of selected terms and is not intended to cover all terms or details of the Transaction Source: Execution version provided on February 19, 2013 of the Agreement and Plan of Merger among WSP OCTG GROUP Ltd. (WSP ), JM OCTG GROUP Ltd. (JM ) and WSP Holdings Limited (the “Agreement”)

 


Transaction Value Overview Transaction Overview Summary of Transaction Value Implied Premiums to Historical Stock Trading Prices (US$ and ADS in millions, except per ADS values) ADS Per ADS Merger Security Outstanding1 Consideration ADS 20.4 $3.20 Implied Implied Premium Trading Period Per ADS Prior to Announcement Closing Consideration over Average (12/13/11) 4 ADS Price5 Closing ADS Price Current ( 2/19/2013) $1.60 100.0% Values Implied Common Equity $65.4 Adjustments: Debt2 828.2 Cash2 (92.3) 1 Day $2.00 60.0% 5-Day Average $2.24 42.9% 10-Day Average $2.13 50.6% Minority Interest 3.0 Implied Enterprise Value 804.3 Implied Transaction Multiples Revenue3 Implied Multiple 1-Month Average $2.06 55.1% 3-Month Average $2.14 49.8% 6-Month Average $2.75 16.5% LTM 09/30/2012 1.32x FY 2013 0.84x 1-Year Average $4.59 (30.3%) 52-Week High (04/15/2011) $8.16 (60.8%) 52-Week Low (10/04/2011) $1.30 146.2% $42.50 (92.5%) Source: Company public filings, Capital IQ and the Agreement Notes: 1. Based on 204,375,226 basic and fully diluted ordinary shares, or 20,437,523 ADSs, per the Agreement IPO (12/06/2007) 4 2. Per WSP Form 6-K as of September 30, 2012; cash does not include restricted cash required for working capital needs (issuance of bank acceptance notes to suppliers) 3. LTM revenue and adjusted EBITDA per Form 6-Ks as of September 30, 2012 and September 30, 2011, and Form 20-F as of December 31, 2011: FY 2013 revenue per Company management projections 4. Date of public announcement by Company of receipt of HDS’ initial proposal 5. ADS prices per Capital IQ, adjusted for 5-to-1 reverse split on February 15, 2012

 


WSP Ownership Summary Transaction Overview ( ll ) Public in millions) Current ADS Holders No. of ADS Held1 Ownership %1 Buyer Group Buyer Group Holdings 73.4% Holdings 26.6% Piao, Longhua (Chairman and CEO)2 10.410 50.9% UMW Holdings 4.590 22.5% Total Buyer Group Holdings 15.000 73.4% P bli H ldi Public Holdings Oaktree Capital Management 1.409 6.9% Other Public Shareholders 4.029 19.7% Total Public Holdings3 5.438 26.6% ADS Outstanding1 20.438 100.0% Capital IQ and the Agreement 5 Source: Notes: 1. Based on 204,375,226 basic and fully diluted ordinary shares, or 20,437,522 ADSs, per the Agreement 2. Mr. Piao’s shareholding includes shares beneficially owned by him, his family and EMH 3. Total Public Holdings denotes shares not owned by Buyer Group

 


Stock Trading History Transaction Overview ADS Price & Volume History 1.0 1.2 $45.00 $50.00 Daily Volume in Million Closing ADS Price (US$) Apr. 2009 Petition was filed regarding China-based OCTG manufacturers dumping products benefitting from May 2010 All Chinese exports of OCTG products to the U.S. were ruled to be subject to up to 32.07% anti-dumping duties and 14.95% countervailing Aug. 2011 WSP Dec. 13, 2011 WSP announced that HDS made a non-binding proposal on Nov. 28, 2011 to acquire 0.8 $30 00 $35.00 $40.00 government subsidies duties entered into a syndicated loan facility agreement with eight commercial banks for up to approximately US$550.2 million Nov. 22, 2011 WSP approved WSP's outstanding Shares for US$3.001 per ADS Oct. 1, 2012 WSP entered into a definitive agreement to sell to Nippon Steel & production 0.6 $20.00 $25.00 board a change of its independent auditor from Deloitte to MaloneBailey Sumitomo facilities held by its subsidiary, Houston OCTG, for US$43.0 million 0.2 0.4 $5.00 $10.00 $15.00 Dec. 6, 2007 WSP initial public offering on NYSE priced at US$42.50 per ADS 0.0 $- Daily Volume Closing ADS Price 6 Source: Capital IQ Note: 1. Offer price per ADS adjusted for reverse stock split of 5-to-1, effective as of February 15, 2012

 


Relative Stock Performance Transaction Overview Indexed Stock Price Performance Since WSP IPO 100.0% 110.0% 120.0% Relative Stock Performance (12/6/2007 to 2/19/2013): S&P 500 Index: 1.6% 70.0% 80.0% 90.0% Prrices 40.0% 50.0% 60.0% Indexed Selected Companies1: -45.9% Halter USX China Index2: -45.5% 10.0% 20.0% 30.0% 0.0% WSP: -96.3% 7 Source: Capital IQ Note: 1. Selected companies include Tenaris SA, Vallourec SA, OAO TMK, Jindal Saw Ltd., Shengli Oil & Gas Pipe Holdings Limited, Shandong Molong Petroleum Machinery Co. Ltd., and Anhui Tianda Oil Pipe Co. Ltd. 2. Halter USX China Index is comprised of companies with publicly traded stock in the United States and majority of their business conducted within the People's Republic of China 12/6/07 3/6/08 6/6/08 9/6/08 12/6/08 3/6/09 6/6/09 9/6/09 12/6/09 3/6/10 9/6/10 12/6/10 3/6/11 6/6/11 9/6/11 12/6/11 3/6/12 6/6/12 9/6/12 12/6/12 2/19/13

 


Financial Analysis

 


Financial Analysis Summary Financial Analysis Implied Per ADS Equity Value Reference Range For Illustrative Purposes 1 (US$) $3.62 $4.22 $4.00 $5.00 ADS $2.67 $2.67 $2.00 $3.00 quity Value Per  ADS Merger Consideration $3.20 $1.00 Implied E-Announcement Closing Price per ADS $2.002 $0.00 Selected Companies Analysis Selected Transactions Analysis Selected Companies Analysis Discounted Cash Flow Analysis Discount Rate: 1.00x - 1.30x 0.90x - 1.30x 0.65x - 0.85x 13.5% - 15.5% Perpetuity Growth Rate: 4.5% - 5.5% LTM 9/30/2012 Revenue LTM 9/30/2012 Revenue FY 2013 Revenue Note: No particular weight was attributed to any analysis. Based on 204,375,226 basic and fully diluted ordinary shares, or 20,437,522 ADSs, per the Agreement 9 p g y y , , f y y , , , ,p g Minority interest, cash and debt balances as of September 30, 2012 per WSP public filings 1. The Company provided financial projections in February 2012 which, per Company management, have not been updated. The Company historically has underperformed relative to its budget and to date has underperformed relative to the February 2012 projections. Accordingly, the Selected Companies Analysis for FY 2013 and the Discounted Cash Flow Analysis are shown for illustrative purposes 2. Based on closing ADS price one-trading day prior to announcement of receipt of HDS’ initial proposal on December 13, 2011 HOULIHAN LOKEY

 


Financial Analysis Summary (Cont.) Financial Analysis Implied Per Share Equity Value Reference Range1 (US$) For Illustrative Purposes 2 $0.36 $0.42 $0.40 $0.50 Per Share $0.27 $0.27 $ 0.20 $0.30 Equity Value Per Share Merger Consideration $0.32 $0.10 Implied Pre-Announcement Closing Price per Share $0.203 $0.00 Selected Companies Analysis Selected Transactions Analysis Selected Companies Analysis Discounted Cash Flow Analysis Discount Rate: 1.00x - 1.30x 0.90x - 1.30x 0.65x - 0.85x 13.5% - 15.5% Perpetuity Growth Rate: 4.5% - 5.5% LTM 9/30/2012 Revenue LTM 9/30/2012 Revenue FY 2013 Revenue Note: No particular weight was attributed to any analysis. Based on 204,375,226 basic and fully diluted ordinary shares, or 20,437,522 ADSs, per the Agreement Minority interest, cash and debt balances as of September 30, 2012 per WSP public filings 10 1. Based on implied per ADS equity value reference ranges on prior page calculated upon the assumption, per Company management, that each ADS represents and is equivalent to 10 Shares 2. The Company provided financial projections in February 2012 which, per Company management, have not been updated. The Company historically has underperformed relative to its budget and to date has underperformed relative to the February 2012 projections. Accordingly, the Selected Companies Analysis for FY 2013 and the Discounted Cash Flow Analysis are shown for illustrative purposes 3. Based on closing ADS price one-trading day prior to announcement of receipt of HDS’s initial proposal on December 13, 2011 and assumption, per Company management, that each ADS represents 10 Shares HOULIHAN LOKEY

 


Financial Analyses Summary Financial Analysis (shares outstanding and US$ in millions, except per share values) For Illustrative Purposes 3 Selected Companies Selected Transactions Selected Companies Discounted Cash Flow Analysis Analysis Analysis Analysis LTM Ending 9/30/12 Revenue LTM Ending 9/30/12 Revenue FY 2013 Revenue Corresponding Base Amount $610.4 $610.4 $956.3 Selected Multiples Range 1.00x 1.30x 0.90x 1.30x 0.65x 0.85x Implied Enterprise Value from Operations Reference Range $610.4 $793.5 $549.3 $793.5 $621.6 $812.8 $586.3 $825.2 Add: Cash and Cash Equivalents as of 09/30/20121 $92.3 $92.3 $92.3 $92.3 $92.3 $92.3 $92.3 $92.3 Less: Minority Interest as of 09/30/2012 $3.0 $3.0 $3.0 $3.0 $3.0 $3.0 $3.0 $3.0 Implied Total Enterprise Value Reference Range $699.7 $882.8 $638.7 $882.8 $710.9 $902.2 $675.7 $914.5 Less: Total Debt as of 09/30/2012 $828.2 $828.2 $828.2 $828.2 $828.2 $828.2 $828.2 $828.2 $0.0 $54.6 $0.0 $54.6 $0.0 $74.0 $0.0 $86.3 Implied Total Equity Value Reference Range ADS Outstanding2 20.4 20.4 20.4 20.4 20.4 20.4 20.4 20.4 Implied Per ADS Reference Range $0.00 $2.67 $0.00 $2.67 $0.00 $3.62 $0.00 $4.22 Implied Per Share Reference Range $0.00 $0.27 $0.00 $0.27 $0.00 $0.36 $0.00 $0.42 Source: WSP public filings and WSP management projections Notes: 1. Per WSP Form 6-K as of September 30, 2012; cash does not include restricted cash required for working capital needs 2. Based on 204,375,226 basic and fully diluted ordinary shares, or 20,437,522 ADSs, per the Agreement 3. The Company provided financial projections in February 2012 which, per Company management, have not been updated. The Company historically has underperformed relative to its budget and to date has underperformed relative to the February 2012 projections. Accordingly, the Selected Companies Analysis for FY 2013 and the Discounted Cash Flow Analysis are shown for illustrative purposes 11

 


Historical and Projected Financials Financial Analysis (3) (US$ in millions) Fiscal Year Ended December 31, LTM1 Ended Fiscal Year Ended December 31, CAGR2 2008A 2009A 2010A 2011A 9/30/2012 2012E 2013E 2014E 2015E 2016E 2017E 2012E - 2017 Reported Revenue $912.1 $577.0 $470.5 $686.1 $610.4 $573.3 $956.3 $1,076.5 $1,208.4 $1,343.1 $1,479.6 $20.9% Revenue Growth % 88.5% -36.7% -18.5% 45.8% -16.4% 66.8% 12.6% 12.3% 11.1% 10.2% Cost of Goods Sold (703.5) (496.7) (467.4) (637.6) (579.3) (549.1) (819.9) (923.8) (1,037.0) (1,152.0) (1,268.2) Gross Profit $208.6 $80.4 $3.1 $48.5 $31.1 $24.1 $136.4 $152.6 $171.5 $191.1 $211.4 Gross Margin % 22.9% 13.9% 0.7% 7.1% 5.1% 4.2% 14.3% 14.2% 14.2% 14.2% 14.3% Selling, General & Administrative Expenses ( 64.5) ( 63.0) ( 87.8) ( 96.3) ( 93.5) ( 83.8) ( 72.4) ( 71.7) ( 71.2) ( 70.7) ( 70.3) g, p ) ) ) ) ) ) ) ) ) ) ) Other Operating Expenses 2.6 2.6 5.4 2.8 6.2 7.0 (2.9) (2.9) (2.9) (2.9) (2.8) Depreciation & Amortization 23.5 30.3 35.1 39.7 40.7 45.7 60.0 59.5 59.0 58.6 58.3 Total Adjustments (See below for details) 0.0 0.1 4.3 0.1 4.6 4.6 0.0 0.0 0.0 0.0 0.0 Adjusted EBITDA4 $170.1 $50.4 ($39.9) ($5.2) ($10.9) ($2.4) $121.1 $137.4 $156.4 $176.1 $196.5 NMF EBITDA Margin % 18.7% 8.7% -8.5% -0.8% -1.8% -0.4% 12.7% 12.8% 12.9% 13.1% 13.3% Depreciation & Amortization (23.5) (30.3) (35.1) (39.7) (40.7) (45.7) (60.0) (59.5) (59.0) (58.6) (58.3) Adjusted EBIT5 $146.6 $20.1 ($75.0) ($44.8) ($51.6) ($48.0) $61.0 $78.0 $97.4 $117.5 $138.3 NMF EBIT Margin % 16.1% 3.5% -15.9% -6.5% -8.5% -8.4% 6.4% 7.2% 8.1% 8.7% 9.3% Additional Financial Information Capital Expenditures $124.0 $132.8 $139.3 $93.4 $43.1 $38.1 $15.0 $15.0 $15.0 $15.0 $15.0 C f S l 13 6% 23 0% 29 6% 13 6% 7 1% 6 7% 1 6% 1 4% 1 2% 1 1% 1 0% Capex as a % of Sales 13.6% 23.0% 29.6% 13.6% 7.1% 6.7% 1.6% 1.4% 1.2% 1.1% 1.0% Currency Conversion Rate (RMB:USD)6 6.279 6.341 6.389 6.430 6.471 Adjustments: Legal Settlement Charge 7 $0.0 $0.0 $7.8 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 (Gain)/loss On Sale Of Assets / Investments 8 0.0 0.1 (3.5) 0.1 4.6 4.6 0.0 0.0 0.0 0.0 0.0 Source: Historical financials per WSP public filings as reported in USD; projected financials per Company management in RMB (conversion to USD as noted below) Notes: 1. LTM refers to last twelve months 2. CAGR refers to compound annual growth rate 2012 9/30/2012 Total Adjustments $0.0 $0.1 $4.3 $0.1 $4.6 $4.6 $0.0 $0.0 $0.0 $0.0 $0.0 $12 3. projected financials based on annualized financials for the first nine months ended 4. Adjusted EBITDA refers to earnings before interest, taxes, depreciation and amortization adjusted for certain non-recurring items 5. Adjusted EBIT refers to earnings before interest and taxes adjusted for certain non-recurring items 6. Projected financials are converted at each period from RMB to USD based on forward rates, average of forward rates at the beginning and end of the respective period 7. FY2010 adjustment for one-time legal settlement related to a customer 8. Adjustments for gain/loss from disposal of property, plant and equipment; FY2010 adjustment includes US$2.6 million gain from sale of Jiangsu Fanli NMF refers to not meaningful figure

 


Summary Historical Financial Performance vs. Budget Financial Analysis (1) (US$ in millions) 2010 2011 2012 Actual Budgeted Actual Budgeted Estimated Budgeted Revenue $470.5 $710.9 $686.1 $924.4 $573.3 $830.7 Adjusted EBITDA ($39.9) NA ($5.2) NA ($2.4) $96.5 Adjusted EBIT ($75.0) $88.2 ($44.8) NA ($48.0) $43.3 Depreciation & Amortization $35.1 NA $39.7 NA $45.7 $53.1 Capital Expenditures $139.3 $137.6 $93.4 $52.3 $38.1 $50.0 NA Actual vs. Budgeted Revenue $ Adjusted Net Income (85.9) 43.9 (64.1) 10.4 (74.9) (US$ in millions) $700 0 $800.0 $900.0 $1,000.0 $200 0 $300.0 $400.0 $500.0 $600.0 700.0 Actual Budgeted 1 $0.0 $100.0 200.0 2010 2011 2012 Percent Difference (Actual / Budgeted) -33 8% -25 8% -31 0% 13 33.8% 25.8% 31.0% Source: Historical financials per WSP public filings; budgeted financials per Company management 1. 2012 estimated numbers based on first nine-month results NA refers to not available

 


Selected Companies1 Financial Analysis (US$ millions, except exchange rate and per ADS amounts) Implied Enterprise Value2 Stock Trading Exchange Closing Equity Market Enterprise to Revenue Multiple 3 4 4 5 4 5 6 Exchange Currency Rate3 to USD Share Price4 Value4,5 Value4,5 LTM6 CY20137 Tenaris SA BIT EUR 0.75 $20.45 $24,145.7 $25,479.8 2.35x 2.21x Vallourec SA ENXTPA EUR 0.75 53.69 6,530.5 9,280.4 1.28x 1.21x OAO TMK MICEX RUB 30.12 3.32 3,107.9 6,873.9 1.03x 0.99x Jindal Saw Ltd. BSE INR 54.24 1.87 515.7 1,122.3 1.01x 0.77x Shengli Oil & Gas Pipe Holdings Limited SEHK HKD 7.75 0.11 265.5 328.5 1.02x 0.68x Shandong Molong Petroleum Machinery Co. Ltd. SEHK HKD 7.75 0.50 1,148.0 1,238.3 2.60x NA Anhui Tianda Oil Pipe Company Limited SEHK HKD 7.75 0.18 180.6 179.5 0.26x 0.22x Low 0.26x 0.22x High 2.60x 2.21x Median 1.03x 0.88x Mean 1.37x 1.01x WSP (Closing ADS Price)8 $1.60 $32.7 $771.6 1.26x 0.81x WSP (Per ADS Merger Consideration)8 3.20 65.4 804.3 1.32x 0.84x Source: Capital IQ and Company management Notes: 1. No company used in this analysis for comparative purposes is identical to the Company 2. Enterprise Value equals equity market value + debt outstanding + preferred stock + minority interests – cash and cash equivalents 3. Exchange rates as of February 19,2013 4. Based on closing prices as of February 19, 2013 5. Calculated based on number of common shares outstanding as of the latest available public filing 6. LTM refers to the most recently completed twelve-month period for which financial information has been made public 7. Multiples based on forward looking financial information may have been calendarized to the Company’s fiscal year-end of December 31 8. Company CY2013 revenue based on non-public Company management projections NA refers to not available

 


Selected Transactions - Manufacturers of Tubular Goods Used in Energy Sector1 Financial Analysis (US$ in millions) Implied Transaction Percentage Transaction Value/ Announced Effective Target Target Contry Acquiror Value2 Sought LTM Revenue3 Multiple 12/28/2012 02/19/2013 Yalian Steel Corporation Canada Xin Duo Yu (Chairman of Yalian Steel) $96.5 12.6% 6.93x * 10/23/2012 NA Benoit Machine, LLC United States Benoit Premium Threading, LLC 91.5 100.0% 2.34x 06/27/2012 06/26/2012 Site Machining Services Limited United Kingdom Glacier Energy Services 1.5 100.0% 1.33x A 05/30/2012 07/19/2012 Canada National Oil ell Varco, Inc. 223.7 100.0% 0.40 CE Franklin Ltd. Oilwell Varco, Inc. 223.7 100.0% 0.40x 01/31/2012 06/25/2012 Sobena Offshore Inc. Sdn Bhd Malaysia Marubeni-Itochu Tubulars Asia Pte Ltd; Hendroff Holdings Sdn. Bhd. 8.9 51.0% 1.33x  12/20/2011 03/30/2012 Lakeside Steel, Inc. Canada JMC Steel Group, Inc. 96.5 100.0% 0.45x 02/03/2011 09/26/2012 Sumitomo Metal Industries Ltd. Japan Nippon Steel Corp. (nka:Nippon Steel & Sumitomo Metal 21,924.7 90.3% 1.46x 04/19/2010 06/14/2010 OCI Energy Sdn Malaysia Daya Materials Bhd 9.0 100.0% 0.85x 02/27/2009 04/28/2009 PT. Seamless Pipe Indonesia Jaya Indonesia Tenaris SA 79.7 77.5% 0.57x Tubular Goods Used in Low $1.5 0.40x Energy Sector High $21,924.7 2.34x Median $91.5 1.09x Mean $2,503.6 1.09x Source: Capital IQ and public filings Notes: 15 1. No transaction used in this analysis for comparative purposes is identical to the Transaction 2. Transaction Value refers to the implied enterprise value of the target company, based on the announced transaction equity price and other public information 3. Based on reported metric for the most recent completed twelve-month period prior to announcement NA refers to not available *Excluded from high, low, mean and median data as outlier

 


Selected Transactions - Manufacturers of Non- Tubular Goods Equipment Used in Energy Sector1 Financial Analysis (US$ in millions) Implied Transaction Percentage Transaction Value/ Announced Effective Target Target Contry Acquiror Value2 Sought LTM Revenue3 Multiple 06/06/2012 06/07/2012 Casedhole Holdings, Inc. United States C&J Spec-Rent Services, Inc. $325.8 100.0% 2.54x 05/21/2012 NA NPS Energy DMCC United Arab Emirates Aker Solutions ASA 460.0 NA 3.96x 05/01/2012 05/31/2012 Sun Well Service, Inc. United States Well Services Ltd. 81.5 100.0% 2.00x 02/20/2012 05/14/2012 Flint Energy Services Limited Canada URS Corporation 1,468.3 100.0% 0.91x 11/23/2011 12/14/2011 Seaboard International, Inc. United States The Weir Group PLC 678.0 100.0% 7.01x *10/28/2011 10/28/2011 Specialty Supply, L.P. United States Hunting plc 36.0 100.0% 2.03x 07/14/2011 07/14/2011 Canada Tech Corp. Canada Reservoir Group Ltd. 4.8 100.0% 0.45x 07/05/2011 06/30/2011 CRTS, Inc. United States Insituform Technologies Inc. 39.0 100.0% 2.93x 10/06/2010 01/10/2011 T-3 Energy Services Inc. United States Robbins & Myers Inc. 417.5 100.0% 2.09x 08/24/2010 08/31/2010 Dresser Oil Tools, Inc. United States McJunkin Red Man Corporation 9.3 100.0% 0.78x 05/03/2010 12/31/2010 Cuming Corporation United States Deep Down, Inc. 55.0 100.0% 0.75x 02/21/2010 08/27/2010 Smith International, Inc. United States Schlumberger Limited 13,658.4 100.0% 1.66x 04/22/2009 06/12/2009 National Coupling Company, Inc. United States Hunting plc 52.5 100.0% NA Non-Tubular Goods Used in Low $4.8 0.45x Energy Sector High $13,658.4 3.96x Median $81.5 2.00x Mean $1,329.7 1.83x Overall Low $1.6 0.40x (Tubular and Non-tubular) High $21,913.0 3.96x Source: Capital IQ and public filings Median $86.5 1.33x Mean $1,809.6 1.52x 16 Notes: 1. No transaction used in this analysis for comparative purposes is identical to the Transaction 2. Transaction Value refers to the implied enterprise value of the target company, based on the announced transaction equity price and other public information 3. Based on reported metric for the most recent completed twelve-month period prior to announcement NA refers to not available *Excluded from high, low, mean and median data as outlier

 


Illustrative Discounted Cash Flow Analysis1 Financial Analysis (US$ in millions, except per share values) Projected FYE December 31, 2013E (2) 2014E 2015E 2016E 2017E Terminal Value Assumptions Implied 2017 Adjusted EBITDA Revenue $823.0 $1,076.5 $1,208.4 $1,343.1 $1,479.6 Revenue $1,479.6 Terminal Multiple8 Revenue Growth % 66.8% 12.6% 12.3% 11.1% 10.2% Discount Rate 4.5% 5.0% 5.5% Cost of Goods Sold (705.6) (923.8) (1,037.0) (1,152.0) (1,268.2) Cost of Goods Sold 3 (1,225.0) 13.50% 5.4x 5.7x 6.1x Selling, General & Administrative (62.4) (71.7) (71.2) (70.7) (70.3) Selling, General & Administrative (70.3) 14.00% 5.1x 5.4x 5.8x Other Operating Expenses (2.5) (2.9) (2.9) (2.9) (2.8) Other Operating Expenses (2.8) 14.50% 4.9x 5.1x 5.4x Depreciation and Amortization 51.7 59.5 59.0 58.6 58.3 Depreciation and Amortization 4 15.0 15.00% 4.6x 4.9x 5.2x EBITDA $104.2 $137.4 $156.4 $176.1 $196.5 EBITDA 196.5 15.50% 4.4x 4.6x 4.9x EBITDA Margin % 12.7% 12.8% 12.9% 13.1% 13.3% EBITDA Margin % 13.3% Depreciation and Amortization (51.7) (59.5) (59.0) (58.6) (58.3) Depreciation and Amortization (15.0) PV of Terminal Value $ $ $ $ $ $ EBIT 52.5 78.0 97.4 117.5 138.3 EBIT 181.5 as a % of Enterprise Value Taxes5 (7.9) (11.7) (14.6) (17.6) (20.7) Taxes5 (27.2) Discount Rate 4.5% 5.0% 5.5% Unlevered Earnings $44.6 $66.3 $82.8 $99.9 $117.5 Unlevered Earnings $154.3 13.50% 81.4% 82.3% 83.3% Depreciation and Amortization 51.7 59.5 59.0 58.6 58.3 Depreciation and Amortization4 15.0 14.00% 80.6% 81.5% 82.4% Capital Expenditures6 (12.9) (15.0) (15.0) (15.0) (15.0) Capital Expenditures6 (15.0) 14.50% 79.7% 80.6% 81.5% Change in Working Capital7 (152.1) (55.4) (60.9) (62.1) (63.0) Change in Working Capital7 (63.0) 15.00% 78.9% 79.8% 80.7% Unlevered Free Cash Flows ($68.7) $55.3 $65.9 $81.4 $97.8 Unlevered Free Cash Flows $91.3 15.50% 78.1% 79.0% 79.9% Present Value PV of Terminal Value of Cash Flows Based on Perpetuity Growth Rate for Implied Enterprise Value Implied Total Equity Value Implied Equity Value Per Share10 Discount Rate 2013 - 2017 2017 Unlevered Free Cash Flow 4.5% 5.0% 5.5% 4.5% 5.0% 5.5% 4.5% 5.0% 5.5% 4.5% 5.0% 5.5% 13.50% $138.1 $605.0 $643.7 $687.1 $743.1 $781.7 $825.2 $738.9 $4.2 $42.8 $86.3 $0.21 $2.10 $4.22 14 00% 14 0% $135 5 $562 1 $596 2 $634 3 $697 6 $731 7 $769 8 $738 9 $0 0 $0 0 $30 9 $0 00 $0 00 $1 51 Net Debt and Other 9 14.00% 135.5 562.1 596.2 634.3 697.6 731.7 769.8 738.9 0.0 0.0 30.9 0.00 0.00 1.51 14.50% 14.5% $133.0 + $523.7 $554.0 $587.5 = $656.8 $687.0 $720.5 - $738.9 = $0.0 $0.0 $0.0 = $0.00 $0.00 $0.00 15.00% 15.0% $130.6 $489.3 $516.2 $545.9 $619.9 $646.8 $676.5 $738.9 $0.0 $0.0 $0.0 $0.00 $0.00 $0.00 15.50% 15.5% $128.2 $458.1 $482.3 $508.8 $586.3 $610.4 $637.0 $738.9 $0.0 $0.0 $0.0 $0.00 $0.00 $0.00 Source: Company management Note: Net operating losses are not expected to be utilized prior to their expiration, per Company management 1. Present values as of February 19, 2013 using mid-year convention 2. Represents 10.3-month stub period with present value date as of February 19, 2013 3. Terminal year COGS based on ratio of COGS to revenue in 2017 adjusted for terminal year depreciation and amortization 4. Terminal year depreciation expense assumed to be equal to capital expenditure for that year 5. Assumes effective tax rate of 15.0% for 2013-2017 per Company management 6. Per Company management, capital expenditure is expected to total approximately million per fiscal year from to 2017. Company management expects minimal capital investments in the projected period 7. Net unlevered cash-free working capital is approximately 46.1% of revenue as of year-end 2011 and assumed to remain the same percentage of revenue by 2017 8. Implied from corresponding discount rate and perpetuity growth rate applied to terminal year unlevered free cash flow 9. Net debt amount based on Company audited financial statement in its Form 6-K as of September 30, 2012 and includes cash and minority interest 10. Based on 204,375,226 basic and fully diluted ordinary shares, or 20,437,523 ADSs, per the Agreement. Due to rounding and conversion of ordinary shares to ADSs, the stated total may not reflect the exact total ADSs outstanding. Total ADS calculated based on ratio of one ADS for 10 Shares, per Company management

 


Additional Financial Data

 


Weighted Average Cost of Capital Calculation Additional Financial Data (US$ in millions) Equity Debt to Debt Preferred Market Value Preferred Equity Market Total Equity Market to Total Stock to Total to Total Debt1 Stock2 Value3 Capitalization4 Value Capitalization Capitalization Capitalization Tenaris SA $1,942.1 $0.0 # $24,145.7 $26,087.8 # 8.0% 7.4% 0.0% 92.6% SA Vallourec SA 3,467.1 0.0 # 6,530.5 9,997.6 # 53.1% 34.7% 0.0% 65.3% OAO TMK 3,798.3 0.0 # 3,107.9 6,906.1 # 122.2% 55.0% 0.0% 45.0% Jindal Saw Ltd. 661.3 0.0 # 515.7 1,177.0 # 128.2% 56.2% 0.0% 43.8% Shengli Oil & Gas Pipe Holdings Limited 116.9 0.0 # 265.5 382.4 # 44.0% 30.6% 0.0% 69.4% Shandong Molong Petroleum Machinery Co. Ltd. 194.8 0.0 # 1,148.0 1,342.8 # 17.0% 14.5% 0.0% 85.5% Anhui Tianda Oil Pipe Company Limited 9.8 0.0 # 180.6 190.5 # 5.4% 5.2% 0.0% 94.8% Median  $661.3 $0.0 $1,148.0 $1,342.8 44.0% 30.6% 0.0% 69.4% Mean $1,455.8 $0.0 $5,127.7 $6,583.5 54.0% 29.1% 0.0% 70.9% WSP Holdings Ltd. 828.2 0.0 # 32.7 860.9 # 2532.6% 96.2% 0.0% 3.8% Cost of Levered Unlevered Equity Risk Size Cost of Cost of Preferred Beta5 Beta6 Premium7 Premium8 Equity9 Debt10 Stock11 WACC12Tenaris SA 1.71 1.60 # 6.25% -0.38% 14.5% 2.4% 0.0% 13.6% Vallourec SA 1.35 0.93 # 6.25% 1.01% 13.7% 3.9% 0.0% 10.1% OAO TMK 1.83 0.90 # 6.25% 1.20% 16.8% 7.9% 0.0% 11.2% Jindal Saw Ltd. 1.50 0.72 # 6.25% 2.65% 16.2% 8.1% 0.0% 11.0% Shengli Oil & Gas Pipe Holdings Limited 1.21 0.88 # 6.25% 2.94% 14.7% 5.4% 0.0% 11.6% Shandong Molong Petroleum Machinery Co. Ltd. 1.28 1.12 # 6.25% 1.88% 14.1% 4.9% 0.0% 12.7% Anhui Tianda Oil Pipe Company Limited 1.55 1.48 # 6.25% 6.36% 20.3% 5.9% 0.0% 19.5% Median 1.50 0.93 14.7% 5.4% 0.0% 11.6% Mean 1.49 1.09 15.7% 5.5% 0.0% 12.8% WSP Holdings Ltd. 1.31 0.06 # 6.25% 6.36% 18.7% 6.2% 0.0% 5.8% Notes: 1. Debt amount based on most recent public filing as of February 19, 2013 2. Preferred stock amount as based on most recent public filing as of February 19, 2013 3. Equity market value based on closing stock price (converted to USD) on February 19, 2013 and reported fully-diluted common shares and common share equivalents (excludes options) as of the latest publicly available data 4. Total capitalization equal to equity market value + debt outstanding + preferred stock 5. 5-year monthly raw Betas regressed against respective companies’ equity listing exchanges’ main indexes 6. Unlevered Beta = Levered Beta/(1 + ((1 – Tax Rate) * (Debt/Equity Market Value)) + (Preferred Stock/Equity Market Value)) 7. Based on review of studies measuring the historical returns between stocks and bonds, theoretical models such as supply side and demand side models and other materials 19 8. Morningstar, 2011 Ibbotson Stocks, Bonds, Bills, and Inflation Valuation Yearbook, pages 88, 90 and 196 9. Cost of Equity = Risk Free Rate of Return + (Levered Beta * Equity Risk Premium) + Size Premium. Risk Free Rate of Return as of February 19, 2013, based on 30-year China government bond yield 10. Based on selected company weighted average interest rate per most recent public filings 11. Based on selected company weighted average preferred dividend per most recent public filings 12. Weighted Average Cost of Capital (WACC) = (Cost of Debt * (1 – Tax Rate) * Debt to Total Capitalization) + (Cost of Equity * Equity Market Value to Total Capitalization) + (Cost of Preferred * Preferred Stock to Total Capitalization). See next page for tax rate assumption Sources: Capital IQ, Bloomberg, and public filings

 


Weighted Average Cost of Capital Calculation (cont.) Additional Financial Data Market Assumptions Capital Structure Assumptions Cost of Equity for Computed WACC Risk Free Rate of Return1 4.20% Debt to Equity Market Value5 44.0% Selected Unlevered Beta6 0.93 Equity Risk Premium2 6.25% Debt to Total Capitalization5 30.6% Computed Levered Beta7 1.28 Size Premium3 6.36% Preferred Stock to Total Capitalization5 0.0% Cost of Equity8 18.6% Tax Rate4 15.00% Equity Market Value to Total Capitalization5 69.4% Cost of Debt5 6.2% Cost of Preferred Stock5 0.0% Computed Weighted Average Cost of Capital9 14.5% Selected Weighted Average Cost of Capital Range 13.5% - - 15.5% Capital IQ, Bloomberg, and public filings Notes: 1. Risk Free Rate of Return as of February 19, 2013, based on 30-year China government bond yield 2. Based on a review of studies measuring the historical returns between stocks and bonds, theoretical models such as supply side and demand side models and other materials 3. Morningstar, 2011 Ibbotson Stocks, Bonds, Bills, and Inflation Valuation Yearbook, pages 88, 90 and 196 4. Per Company management 5 Based on review of page except for which is based on the Company's actual cost of debt per filings The Company 5. corresponding metrics of selected companies noted on prior page, cost of debt Company s public filings. does not have any preferred stock issued and outstanding as of February 19, 2013 6. Based on review of selected companies’ unlevered betas noted on prior page 7. Computed Levered Beta = Selected Unlevered Beta * (1 + ((Debt/Equity Market Value) * (1 – Tax Rate)) + (Preferred Stock/Equity Market Value)). Based on market and capital structure assumptions 8. Cost of Equity = Risk Free Rate of Return + (Computed Levered Beta * Equity Risk Premium) + Size Premium. Based on Market Assumptions. 9. Weighted Average Cost of Capital (WACC) = (Cost of Debt * (1 – Tax Rate) * Debt to Total Capitalization) + (Cost of Equity * Equity Market Value to Total Capitalization) + (Cost of Preferred Stock * Preferred Stock to Total Capitalization). Based on “Cost of Equity for Computed WACC” and market and capital structure assumptions 20

 


Selected Premiums Paid Data Additional Financial Data Median One-Month Implied Premiums Paid by Number of Transactions (From 2007 to 2012) Median One-Month Implied Premiums Paid by Year (From 2007 to 2012) Selected Global Steel Works, and Oil & Gas Equipment and Services Change-of-Control M&A Transactions HDS Proposal: 65.9% 40.0% 50.0% 60.0% 70.0% 25 12 16 20 24 HDS Proposal: 65.9% Overall Historical 27.5% 30.0% 42.2% 26.4% 49.7% 38.7% 0.0% 10.0% 20.0% 30.0% 13 8 12 16 15 12 0 4 8 0% 0 10% 10 20% 20 30% 30 40% 40 50% 50% Median: 30.5% 0.0% 2007 2008 2009 2010 2011 2012 Total transactions: 101 Number of Transactions: 29 23 8 16 14 11 Median One-Month Implied Premiums Paid by Number of Transactions Median One-Month Implied Premiums Paid by Year Selected Global Management Buy-Out Transactions 40 50 50.0% 60.0% 70.0% HDS Proposal: 65.9% HDS Proposal: 65.9% (From 2007 to 2012) (From 2007 to 2012) 5 16 17 29 16 13 41 10 20 30 22.1% 44.1% 45.8% 38.1% 38.6% 26.1% 10.0% 20.0% 30.0% 40.0% Overall Historical Median: 31.4% 0 <0% 0-10% 10-20% 20-30% 30-40% 40-50% >50% 0.0% 2007 2008 2009 2010 2011 2012 Total transactions: 137 Number of Transactions: 39 25 17 14 20 22 Source: Capital IQ Notes: Reflects transactions involving target companies with more than $10 million of implied enterprise value

 


Selected Premiums Paid Data (Cont.) Additional Financial Data 150 Median One-Month Implied Premiums Paid by Number of Transactions (From 2007 to 2012) Median One-Month Implied Premiums Paid by Year (From 2007 to 2012) Selected Global Take-Private Transactions HDS Proposal: 65.9% 90 120 40.0% 50.0% 60.0% 70.0% HDS Proposal: 65.9% l 41 86 112 126 91 63 123 0 30 60 <0% 0-10% 10-20% 20-30% 30-40% 40-50% >50% 20.0% 31.1% 28.1% 33.9% 26.4% 25.0% 0.0% 10.0% 20.0% 30.0% 2007 2008 2009 2010 2011 2012 Overall Historical Median: 25.4% Total transactions: 642 Number of Transactions: 186 105 77 96 98 80 22 Source: Capital IQ Notes: Reflects transactions involving target companies with more than $10 million of implied enterprise value

 


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