National Oilwell Varco and Ameron International Corporation Announce Merger Agreement at $85.00 per Share in Cash
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.
Statements made in this press release that are forward-looking in nature
are intended to be 'forward-looking statements? within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements
relate to a variety of matters, including but not limited to: the timing
and anticipated completion of the proposed transaction and other
statements that are not purely statements of historical fact. These
forward-looking statements are made on the basis of the current beliefs,
expectations and assumptions of the management of Ameron and NOV and are
subject to significant risks and uncertainty. Readers are cautioned not
to place undue reliance on any such forward-looking statements. All such
forward-looking statements speak only as of the date they are made, and,
except as required by law, neither Ameron nor NOV undertakes any
obligation to update or revise these statements, whether as a result of
new information, future events or otherwise.
Factors that could cause actual results to differ materially from the
forward-looking statements contained herein include, but are not limited
to: any operational or cultural difficulties associated with the
integration of the businesses of Ameron and NOV; potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed transaction; unexpected
costs, charges or expenses resulting from the proposed transaction;
litigation or adverse judgments relating to the proposed transaction;
risks relating to the consummation of the contemplated transaction,
including the risk that the required stockholder approval might not be
obtained in a timely manner or at all or that other closing conditions
will not be satisfied; the failure to realize synergies and cost savings
from the transaction or delay in realization thereof; any difficulties
associated with requests or directions from governmental authorities
resulting from their reviews of the transaction; and any changes in
general economic and/or industry-specific conditions. Additional factors
that could cause actual results to differ materially from those
described in the forward-looking statements are set forth in the
documents filed respectively by Ameron and NOV with the Securities and
Exchange Commission (the 'SEC?), including Ameron′s Annual Report on
Form 10-K for the fiscal year ended November 30, 2010 and its Quarterly
Report on Form 10-Q for the fiscal quarter ended February 27, 2011, and
NOV′s Annual Report on Form 10-K for the fiscal year ended December 31,
2010, which identify significant risk factors which could cause actual
results to differ from those contained in the forward-looking statements.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In connection with the proposed transaction, Ameron intends to file a
proxy statement and other relevant documents concerning the transaction
with the SEC. AMERON STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTION. The proxy statement and other documents incorporated by
reference in the proxy statement will be available free of charge at the
SEC′s website at www.sec.gov
or by directing a request to Ameron International Corporation, 245 South
Los Robles Avenue, Pasadena, California 91101 Attention: Secretary.
Ameron and its directors and officers may be deemed participants in the
solicitation of proxies in connection with the proposed transaction.
Information about the directors and executive officers of Ameron is set
forth in Ameron′s most recent definitive proxy statement, which was
filed with the SEC on February 28, 2011. Certain directors and executive
officers of Ameron may have direct or indirect interests in the proposed
transaction that may be different from those of Ameron′s stockholders
generally. Investors may obtain additional information regarding such
interests by reading the proxy statement and other relevant documents
that Ameron will file with the SEC when they become available.
Ameron's exclusive financial advisor on the transaction is Bank of
America Merrill Lynch; its lead legal advisor is Gibson Dunn and
Crutcher.
National Oilwell Varco, Inc.
Clay Williams, 713-346-7606
Clay.Williams@nov.com
or
Ameron
International Corporation
James S. Marlen
Chairman, President
and Chief Executive Officer
Gary Wagner, 626-683-4000
Senior
Vice President, Chief Financial Officer
