National Oilwell Varco, Ameron reach merger agreement

Source: National Oilwell Varco, Inc.

National Oilwell Varco, Inc. (NYSE:NOV) and Ameron International Corporation, (NYSE:AMN) have entered into an agreement under which NOV will acquire Ameron in an all cash transaction that values Ameron at approximately $772 million. Under the agreement, Ameron's stockholders would receive $85.00 per share in cash in return for each of the approximately 9.1 million shares outstanding. The boards of directors of NOV and Ameron have unanimously approved the transaction, which is subject to customary closing conditions, including the approval of holders of at least a majority of Ameron's outstanding shares. Closing could occur as early as the 4th quarter of 2011.

Ameron is a multinational manufacturer of highly-engineered products and materials for the chemical, industrial, energy, transportation and infrastructure markets. Ameron is a leading producer of fiberglass-composite pipe for transporting oil, chemicals and corrosive fluids, and specialized materials and products used in infrastructure projects, such as poles and construction materials in Hawaii. Ameron is also a leading provider of water transmission lines and fabricated steel products, such as wind towers. Ameron operates businesses in North America, South America, Europe and Asia, has a presence through affiliated companies in the Middle East, and has approximately 2,900 employees and 25 manufacturing locations on a worldwide basis.

NOV is a worldwide leader in the design, manufacture and sale of equipment and components used in oil and gas drilling and production operations, the provision of oilfield services, and supply chain integration services to the upstream oil and gas industry.

James S. Marlen, Chairman, President and Chief Executive Officer of Ameron International Corporation, commented, "Ameron's Board of Directors believes that the proposed transaction with NOV represents an outstanding value for Ameron's stockholders. The Ameron businesses, while confronting a challenging business environment at this time, hold strong positions, and we have structured the businesses to capitalize on growth opportunities as markets recover. NOV has the resources to fully capitalize on the established business strategies and fully realize the potential of each of the Ameron businesses."

Pete Miller, Chairman, President and CEO of NOV, remarked, "The acquisition of this leading fiberglass pipe provider will enhance the scale and scope of the solutions we offer to our oil and gas customers worldwide. Ameron's marine and offshore products will expand NOV's offering into seawater handling systems in new oil and gas drilling and FPSO vessels, and our combined oilfield composite pipe operations will benefit from purchasing efficiencies and scale. This combination will position NOV well to help our clients solve various production challenges. The Water Transmission Group and the Infrastructure Products Group also allow NOV to capitalize on leading positions in these industries."

Pete Miller continued, "Jim Marlen and I have discussed the possibility of this combination in the past and are fortunate that the right circumstances and timing have allowed us to reach an agreement. All of us at NOV are extremely excited about this transaction and look forward to welcoming a great group of employees into the family." NOV expects this transaction to be accretive to 2012 earnings.



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