CE Franklin to Acquire Wilson International

CE Franklin has entered into a non-binding letter of intent with Smith International, Inc., to acquire all of the common stock of Wilson International, Inc., a wholly owned subsidiary of Smith, in exchange for common shares of CE Franklin issued from treasury. CE Franklin will issue shares based on the June 30, 2004 balance sheet of Wilson, which is not yet finalized, and is estimated to be between US $245 million and US $250 million. Post closing adjustments will be settled in cash. Based on the 15 day weighted average share price of CE Franklin, prior to this announcement, the transaction, if completed, would result in the issuance of approximately 66 to 68 million shares of CE Franklin. The transaction is expected to close on or about September 30, 2004.

Wilson, headquartered in Houston, Texas, is a leading distributor of pipe, valves, fittings and mill, safety and other maintenance products to energy and industrial markets through an extensive network of supply branches in the United States and internationally. Wilson generated sales of US $730.4 million for the year ended December 31, 2003. If combined, sales of CE Franklin and Wilson for the twelve months ended March 31, 2004, would have approached U.S. $1 billion.

"The transaction will create a leading North American distributor of products and services to energy and industrial markets, and would provide a solid platform for international revenue growth", said Michael West, President and Chief Executive Officer of CE Franklin who will manage the combined entity. "The combination and integration of the extensive distribution networks and talented employees of both companies would present a number of opportunities to improve efficiency and enhance our product offering, thereby creating value for all of our key stakeholders - customers, employees vendors and shareholders. CE Franklin and Wilson have been successful in joint marketing initiatives in the past, most recently winning a major North America maintenance, repair and operating supply agreement with a North American exploration and production company that is expected to generate annual revenue of Cdn. $20 million in Canada, and U.S. $15 million in the U.S. The combination of CE Franklin and Wilson create a company that will be well-positioned to pursue significant North America- wide and international supply arrangements going forward."

A special committee of the independent members of the Board of Directors of CE Franklin has been formed to consider and make a recommendation to the Board of the transaction. The transaction is a related party transaction under Canadian securities law by virtue of Smith's current 55% shareholdings in CE Franklin. The special committee has retained CIBC World Markets as its financial advisor.

It is anticipated that Smith would own approximately 90% of the common shares of CE Franklin as a result of the transaction. Smith has advised CE Franklin that their intent is to reduce their ownership interest to the 55% level held today, the timing of which will be dependent on the market conditions and other factors.

The transaction is subject to negotiation of a definitive agreement, applicable regulatory approvals and to the approval of a majority of CE Franklin shareholders (excluding Smith) at a meeting to be held in September 2004.

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