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National Oilwell Varco And Ameron Announce Closing Of Merger

Stocks in this article: AMN NOV

National Oilwell Varco (NYSE: NOV) and Ameron International Corporation (formerly NYSE: AMN) announced today that NOV has completed its acquisition of Ameron in a merger transaction valuing Ameron at approximately $777 million. The merger was first announced on July 5, 2011.

Pete Miller, Chairman, President and CEO of NOV, remarked, “We are pleased to welcome Ameron’s employees to the National Oilwell Varco family, and believe that together we have a very bright future ahead. Ameron has a long and proud history of serving its customers well, and our combined businesses will be exceptionally well positioned to offer unmatched products and technologies to the markets we serve. We are excited about jointly tackling the many new opportunities this combination creates.”

James S. Marlen, outgoing Chairman, President and Chief Executive Officer of Ameron said, “The merger is a sound strategy; a win-win for Ameron’s stockholders and NOV. My sincere thanks to all, too numerous to mention, in this successful endeavor. And, my best wishes to Ameron employees and to NOV in the future.”

Ameron stockholders, with approximately 99% of votes received voting in favor of the merger, approved the merger at a special stockholder meeting held on October 5, 2011. The merger was effective when Ameron and NOV filed a certificate of merger with the Delaware Secretary of State’s office on October 5, 2011.

Pursuant to the merger, Ameron stockholders will receive $85 in cash for each share that they owned immediately prior to the merger. NOV acquired 100% of Ameron’s outstanding stock, and consequently Ameron’s stock will no longer be traded on the New York Stock Exchange. American Stock Transfer & Trust Company, the paying agent for the transaction, will mail letters of transmittal to all Ameron stockholders of record immediately prior to the merger with instructions on how to deliver their stock certificates to the paying agent in exchange for the merger consideration. Stockholders should not surrender their stock certificates until they have completed the letter of transmittal. Stockholders who held their shares in “street name” through a bank or broker should contact their bank or broker to determine what actions they must take to receive the merger consideration.

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