National-Oilwell, Inc. and IRI International Corporation jointly announced the signing of a definitive merger agreement. The merger, unanimously approved by each company's board of directors, calls for IRI stockholders to receive .3385 share of National Oilwell common stock for each IRI common share. Based on National Oilwell's closing price yesterday, the transaction is currently valued at $8.04 per IRI share, or a total of approximately $320 million. A total of approximately 13.5 million shares of National Oilwell common stock will be issued in the transaction which will be accounted for as a pooling of interests and is expected to be tax-free to both companies and IRI stockholders. Joel V. Staff, Chairman, President and CEO of National Oilwell, said "The merger of National Oilwell and IRI provides a strategic and complementary fit with our existing businesses. National Oilwell's drilling equipment business has largely focused in the deep land and offshore markets, while IRI has concentrated on mobile well servicing and drilling rigs. We expect to achieve significant combination benefits as we integrate the best manufacturing, sales and service operations of the combined companies. We are particularly excited about the growth opportunities for National Oilwell's downhole products business as we combine with IRI's Bowen product line." Hushang Ansary, Chairman and Chief Executive Officer of IRI, said "This transaction provides a tremendous opportunity for IRI's stockholders and employees. Along with National Oilwell's recent combination with Hitec, the combined company will have the ability to offer leading edge technology and automation in a full complement of 'best-in-class' products to the global markets." Mr. Ansary has been invited to join the Board of Directors of National Oilwell. The transaction is subject to approval of both National Oilwell and IRI stockholders as well as customary regulatory approvals. Holders of the majority of IRI's outstanding shares as well as National Oilwell's largest stockholder and its CEO have entered into voting agreements in support of the transaction. It is anticipated that stockholders meetings and the closing of the transaction would occur during the second quarter of this year. National Oilwell is a worldwide leader in the design, manufacture and sale of comprehensive systems and components used in oil and gas drilling and production, as well as in providing supply chain integration services to the upstream oil and gas industry. IRI is a world leader in the design, engineering, manufacture, sales and rental of oilfield equipment and downhole tools.

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