Cameron to Acquire NATCO for $780MM

Cameron and NATCO Group Inc. have entered into an agreement under which Cameron will acquire NATCO in an all-stock transaction that values NATCO at approximately $780 million, based on Cameron's closing stock price on June 1, 2009. Under the agreement, NATCO shareholders would receive 1.185 shares of Cameron common stock in return for each of NATCO's approximately 20.3 million shares outstanding. The boards of directors of both Cameron and NATCO have unanimously approved the transaction, which is expected to close during the third quarter of 2009, subject to regulatory approvals, approval by a majority of NATCO's shareholders and other conditions. Upon closing, NATCO's current shareholders would own approximately ten percent of Cameron's outstanding common shares.

NATCO is a leading provider of process equipment, systems and services, including proprietary equipment and technologies, to the worldwide oil and gas industry. NATCO has approximately 2,400 employees and generated revenues of more than $650 million during 2008.

Cameron President and Chief Executive Officer Jack B. Moore said, "The acquisition of NATCO represents a unique opportunity to acquire an unmatched portfolio of process technologies focused on electrostatic oil treating, CO2 handling utilizing proprietary membrane technology, and compact separation, along with a strategically positioned manufacturing and distribution/service network.

In combination with our Petreco Process Systems division, this will solidify Cameron's position as a leading supplier of separation and processing solutions worldwide." Moore noted that the acquisition is expected to be accretive to earnings and cash flow during 2010, after adjusting for any transaction-related costs. He also noted that the combination of these complementary businesses will immediately enhance both companies' presence in the growing market for larger, more sophisticated process systems, especially in Southeast Asia, West Africa, the Middle East and Brazil; broaden the Company's product offerings with a wider range of proprietary technologies, particularly in deepwater production processing and downstream markets; provide cross-selling opportunities for certain of Cameron's and NATCO's product lines; and will add manufacturing capability to Cameron in processing and separation products, a capability that Cameron does not have today. "In addition, NATCO's ongoing research and development activities relating to the emerging area of subsea processing will further advance Cameron's capabilities in this field," Moore said. "Finally, we are pleased to welcome NATCO's employees to the Cameron organization."

NATCO Chairman and Chief Executive Officer John U. Clarke said, "We are pleased to have the opportunity to combine NATCO's products, business franchise and people with those of Cameron. Our culture and business strategies are complementary and squarely aligned. NATCO's board and management team believe this is the right transaction, with the right partner, at the right time. The strength of our leading-edge technologies and diverse product offerings, together with Cameron's broad reach and established infrastructure, creates opportunities to penetrate upstream and downstream markets faster than we could on our own. We look forward to working with the Cameron organization to ensure a seamless and orderly combination."