$774-Million Merger Seeks Oil-and-Gas Market Efficiencies

Drilling components maker NOV will buy Ameron International, a pipe manufacturer

National Oilwell Varco Inc. will takeover Ameron International Corp. in a $772-million, all-cash transaction, according to an agreement between the directors of the two manufacturers. The deal is subject to closing consideration and a majority approval among Ameron shareholders.

Ameron is a manufactures fiberglass-composite pipe for transporting oil and chemicals, and other specialty products and materials for chemical, industrial, energy, transportation and infrastructure markets. It has 25 manufacturing plants and 2,900 employees worldwide.

NOV designs and manufactures parts and equipment used in oil-and-gas drilling and production. It also provides oilfield services and supply chain integration to upstream oil-and-gas operations.

James S. Marlen, chairman, president and CEO of Ameron International said the company’s directors believe that the proposed transaction represents an outstanding value for stockholders. He noted that Ameron faces “a challenging business environment at this time,” but is structured to benefit from growth opportunities. “NOV has the resources to fully capitalize on the established business strategies and fully realize the potential of each of the Ameron businesses,” Marlen stated.

According to NOV chairman, president, and CEO Pete Miller, Ameron’s fiberglass pipe business will enhance NOV’s product portfolio for the oil-and-gas business, and its marine and offshore products will expand NOV’s offering into seawater handling systems for new oil and gas drilling and FPSO vessels.

Miller added that combining the two companies’ oilfield composite pipe operations achieve purchasing efficiencies and other advantages of scale. “This combination will position NOV well to help our clients solve various production challenges,” he continued. “The Water Transmission Group and the Infrastructure Products Group also allow NOV to capitalize on leading positions in these industries.”

NOV stated that the transaction could close in the fourth quarter of 2011, and said it would add to its 2012 earnings.

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