Cooper Cameron to Acquire Valve Manufacturer

Cooper Cameron has agreed to purchase certain businesses of the Flow Control segment of Dresser, Inc. for approximately $224 million in cash, subject to final adjustments and other matters. The transaction is expected to close during the fourth quarter of 2005, subject to regulatory approval. The companies previously made a Hart-Scott-Rodino filing, and are now responding to a second request from the Department of Justice for additional information on certain product lines.

The businesses being acquired serve customers in the worldwide oil and gas production, pipeline and process markets, and their product offerings include ball valves, check valves, actuators, gate valves and plug valves. Product brands include Grove, TK and Wheatley, among others. The businesses being acquired have facilities in Italy, Canada, Germany, the Netherlands, the United Kingdom, Brazil and the United States. Revenues for the acquired businesses were approximately $400 million in 2004 and are expected to increase to approximately $480 million in 2005. The acquired operations have been performing at slightly better than breakeven operating income.

Cooper Cameron Chairman, President and Chief Executive Officer Sheldon R. Erikson said, "These operations will be combined with our Cooper Cameron Valves business, further confirming CCV's role as a primary supplier of valves and related equipment and services to the oil and gas industry." Erikson noted that the acquisition will likely have only a modest impact on Cooper Cameron's earnings per share during 2005, due to the timing of the closing and the expectation that the near-term earnings contribution will essentially be offset by the costs associated with integrating the acquired facilities with CCV's current operations. "This is one of the more ambitious acquisitions we have undertaken," Erikson said, "and we expect the combination of these businesses to favorably impact our profitability in 2006, after adjusting for one-time integration costs." Erikson said that the integration process will be ongoing throughout 2006 and into early 2007.