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National Oilwell Varco and Ameron Announce Closing of Merger

05.10.2011  |  Business Wire


National Oilwell Varco (NYSE: NOV) and Ameron International Corporation
(formerly NYSE: AMN) announced today that NOV has completed its
acquisition of Ameron in a merger transaction valuing Ameron at
approximately $777 million. The merger was first announced on July 5,
2011.


Pete Miller, Chairman, President and CEO of NOV, remarked, 'We are
pleased to welcome Ameron′s employees to the National Oilwell Varco
family, and believe that together we have a very bright future ahead.
Ameron has a long and proud history of serving its customers well, and
our combined businesses will be exceptionally well positioned to offer
unmatched products and technologies to the markets we serve. We are
excited about jointly tackling the many new opportunities this
combination creates.?


James S. Marlen, outgoing Chairman, President and Chief Executive
Officer of Ameron said, 'The merger is a sound strategy; a win-win for
Ameron′s stockholders and NOV. My sincere thanks to all, too numerous to
mention, in this successful endeavor. And, my best wishes to Ameron
employees and to NOV in the future.?


Ameron stockholders, with approximately 99% of votes received voting in
favor of the merger, approved the merger at a special stockholder
meeting held on October 5, 2011. The merger was effective when Ameron
and NOV filed a certificate of merger with the Delaware Secretary of
State′s office on October 5, 2011.


Pursuant to the merger, Ameron stockholders will receive $85 in cash for
each share that they owned immediately prior to the merger. NOV acquired
100% of Ameron′s outstanding stock, and consequently Ameron′s stock will
no longer be traded on the New York Stock Exchange. American Stock
Transfer & Trust Company, the paying agent for the transaction, will
mail letters of transmittal to all Ameron stockholders of record
immediately prior to the merger with instructions on how to deliver
their stock certificates to the paying agent in exchange for the merger
consideration. Stockholders should not surrender their stock
certificates until they have completed the letter of transmittal.
Stockholders who held their shares in 'street name? through a bank or
broker should contact their bank or broker to determine what actions
they must take to receive the merger consideration.


As previously announced, Ameron declared a quarterly dividend of 30
cents per share of its common stock that is payable as of the closing
date of the merger. Computershare Trust Company, Ameron′s stock transfer
agent, will distribute the dividend to all Ameron stockholders of record
as of October 3, 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.


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 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 transaction; unexpected costs, charges
or expenses resulting from the transaction; litigation or adverse
judgments relating to the transaction; the failure to realize synergies
and cost savings from the transaction or delay in realization thereof;
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, including Ameron′s Annual Report on Form 10-K
for the fiscal year ended November 30, 2010 and its Quarterly Reports on
Form 10-Q for the fiscal quarters ended February 27, 2011 and May 29,
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.


National Oilwell Varco, Inc.

Clay Williams, 713-346-7606

Chief
Financial Officer, Executive Vice President

Clay.Williams@nov.com



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