National Oilwell Varco, Inc. (NYSE:NOV) and Ameron International Corporation, (NYSE:AMN) have entered into an agreement under which NOV will acquire Ameron in an all cash transaction that values Ameron at approximately $772 million. Under the agreement, Ameron’s stockholders would receive $85.00 per share in cash in return for each of the approximately 9.1 million shares outstanding. The boards of directors of NOV and Ameron have unanimously approved the transaction, which is subject to customary closing conditions, including the approval of holders of at least a majority of Ameron’s outstanding shares. Closing could occur as early as the 4 th quarter of 2011.

Ameron is a multinational manufacturer of highly-engineered products and materials for the chemical, industrial, energy, transportation and infrastructure markets. Ameron is a leading producer of fiberglass-composite pipe for transporting oil, chemicals and corrosive fluids, and specialized materials and products used in infrastructure projects, such as poles and construction materials in Hawaii. Ameron is also a leading provider of water transmission lines and fabricated steel products, such as wind towers. Ameron operates businesses in North America, South America, Europe and Asia, has a presence through affiliated companies in the Middle East, and has approximately 2,900 employees and 25 manufacturing locations on a worldwide basis.

NOV is a worldwide leader in the design, manufacture and sale of equipment and components used in oil and gas drilling and production operations, the provision of oilfield services, and supply chain integration services to the upstream oil and gas industry.

James S. Marlen, Chairman, President and Chief Executive Officer of Ameron International Corporation, commented, “Ameron’s Board of Directors believes that the proposed transaction with NOV represents an outstanding value for Ameron’s stockholders. The Ameron businesses, while confronting a challenging business environment at this time, hold strong positions, and we have structured the businesses to capitalize on growth opportunities as markets recover. NOV has the resources to fully capitalize on the established business strategies and fully realize the potential of each of the Ameron businesses.”

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