All Employee Meeting
June 2, 2009
Filed by Cameron International Corporation
Commission File No. 01-13884
Pursuant to Rule 425 under the Securities
Act of 1933
Act of 1933
Subject Company: NATCO Group, Inc.
Commission File No.: 001-15603
Agenda
• What are we doing?
• Why did we do it?
• What does it all mean?
• What’s next?
• How do I keep up?
• Who’s that guy?
What are we doing?
• NATCO is being acquired by Cameron in a stock-for-stock transaction.
• Our shareholders will get 1.185 shares of Cameron for each of their
shares:
shares:
– Today’s equivalent value of about $38.45
share
– Represents a 42% premium over average last 10
days trading.
• Closing of the transaction is expected during the third quarter, subject to
requisite approvals.
requisite approvals.
• NATCO’s organization will become part of Cameron’s DPS Group which
includes Petreco and will include their subsea processing initiative.
includes Petreco and will include their subsea processing initiative.
Why did we do it?
• In combination, we will create a premier provider of process solutions,
technologies and aftermarket services worldwide.
technologies and aftermarket services worldwide.
• We can achieve significant synergies by:
– Leveraging infrastructure/organization
– Eliminating public company costs
– Expanding our product offerings
– Investing further in R&D and new product
development.
• The combination maximizes value for shareholders over time.
• We share the same core values.
What does it mean?
• Recognition of hard work/success.
• Short-term uncertainty.
• Focus, patience and receptivity to change required.
• Assurance that people are fairly treated.
• New opportunities for continuing employees.
What’s next?
• Regulatory process and shareholder vote.
• Joint transitional teams to address:
– Synergies (only as permitted by regulation)
– Optimal organizational design
– Pre-planning of post-closing integration
– Developing a cohesive branding strategy.
• Getting better acquainted with each other.
• Running the business, doing our jobs!
How do I keep up?
• Communication is the antidote to uncertainty.
• Caution: What we can say, and when, is subject to legal constraints and
ongoing business considerations.
ongoing business considerations.
• Regular communication updates:
– Deal progress
– FAQ’s
– Benefits
– Website
• Websites of interest:
www.c-a-m.com
www.c-a-m.com
• Our commitment: we will tell you everything you need to
know as soon
as possible even if it is not yet everything you want to know.
as possible even if it is not yet everything you want to know.
Who’s that guy?
Mr. Jack Moore
President & Chief Executive Officer
Of
Cameron International
• Global manufacturer of oilfield equipment
• #1 or #2 player in nearly every business
• Primarily focused on production and transportation sides of
business
business
• Significant leverage to deepwater development activities
• Leading aftermarket/service provider
• Internationally focused; approximately 65% of revenues
generated outside North America
generated outside North America
• Record year-end backlog provides visibility, protection
during down cycle
during down cycle
Cameron’s Business Portfolio (2008 Revenues)
Surface
Drilling
Flow
Control
Control
Distributed
Process
é Surface
ê Subsea
Measurement
$500
million
$300
million
million
$100
million
million
Separation
Reciprocating
Centrifugal
Engineered
Cameron’s Business Portfolio (2008 Revenues)
Surface
Drilling
Distributed
Process
é Surface
ê Subsea
Measurement
$500
million
$300
million
million
$100
million
million
Reciprocating
Centrifugal
Separation
Q&A
Forward-Looking Statements
Information set forth in this document may contain forward-looking statements, which involve a number of risks and
uncertainties. Cameron cautions readers that any forward-looking information is not a guarantee of future performance and
that actual results could differ materially from those contained in the forward-looking information. Such forward-looking
statements include, but are not limited to, statements about the benefits of the business combination transaction involving
Cameron and NATCO, including future financial and operating results, the new company's plans, objectives, expectations and
intentions and other statements that are not historical facts.
uncertainties. Cameron cautions readers that any forward-looking information is not a guarantee of future performance and
that actual results could differ materially from those contained in the forward-looking information. Such forward-looking
statements include, but are not limited to, statements about the benefits of the business combination transaction involving
Cameron and NATCO, including future financial and operating results, the new company's plans, objectives, expectations and
intentions and other statements that are not historical facts.
The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking
statements: the ability to satisfy the closing conditions of the transaction, including obtaining regulatory approvals for the
transaction and the approval of the merger agreement by the NATCO stockholders; the risk that the businesses will not be
integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or
may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships
with customers, employees or suppliers; the impact of other acquisitions that Cameron or NATCO have made or may make
before the transaction; competition and its effect on pricing; and exploration and development spending by E&P operators.
Additional factors that may affect future results are contained in Cameron's and NATCO's filings with the Securities and
Exchange Commission ("SEC"), which are available at the SEC's web site http://www.sec.gov. Cameron and NATCO
disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.
statements: the ability to satisfy the closing conditions of the transaction, including obtaining regulatory approvals for the
transaction and the approval of the merger agreement by the NATCO stockholders; the risk that the businesses will not be
integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or
may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships
with customers, employees or suppliers; the impact of other acquisitions that Cameron or NATCO have made or may make
before the transaction; competition and its effect on pricing; and exploration and development spending by E&P operators.
Additional factors that may affect future results are contained in Cameron's and NATCO's filings with the Securities and
Exchange Commission ("SEC"), which are available at the SEC's web site http://www.sec.gov. Cameron and NATCO
disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.
Additional Information and Where to Find It
In connection with the proposed merger, Cameron will file with the SEC a Registration Statement on Form S-4 and NATCO
will file a proxy statement, which will be mailed to NATCO's stockholders. INVESTORS AND SECURITY HOLDERS ARE
URGED TO CAREFULLY READ THE S-4 AND PROXY STATEMENT REGARDING THE PROPOSED MERGER
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may
obtain a free copy of the S-4 and proxy statement (when available) and other related documents filed by Cameron and
NATCO with the SEC at the SEC's website at www.sec.gov. The S-4 and proxy statement (when it is available) and the other
documents may also be obtained for free by accessing Cameron's website at www.c-a-m.com under the heading "Investor
Relations" and then under the heading "SEC Filings" or by accessing NATCO's website at www.natcogroup.com under the
tab "Investor Relations" and then under the heading "SEC Filings."
will file a proxy statement, which will be mailed to NATCO's stockholders. INVESTORS AND SECURITY HOLDERS ARE
URGED TO CAREFULLY READ THE S-4 AND PROXY STATEMENT REGARDING THE PROPOSED MERGER
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may
obtain a free copy of the S-4 and proxy statement (when available) and other related documents filed by Cameron and
NATCO with the SEC at the SEC's website at www.sec.gov. The S-4 and proxy statement (when it is available) and the other
documents may also be obtained for free by accessing Cameron's website at www.c-a-m.com under the heading "Investor
Relations" and then under the heading "SEC Filings" or by accessing NATCO's website at www.natcogroup.com under the
tab "Investor Relations" and then under the heading "SEC Filings."
Participants in the Solicitation
NATCO and its directors, executive officers and certain other members of management and employees may be soliciting
proxies from its stockholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC,
be considered participants in the solicitation of the stockholders in connection with the proposed merger will be set forth in
NATCO's proxy statement when it is filed with the SEC. You can find information about NATCO's executive officers and
directors in their definitive proxy statement filed with the SEC on March 23, 2009. You can obtain free copies of these
documents from NATCO using the contact information above.
proxies from its stockholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC,
be considered participants in the solicitation of the stockholders in connection with the proposed merger will be set forth in
NATCO's proxy statement when it is filed with the SEC. You can find information about NATCO's executive officers and
directors in their definitive proxy statement filed with the SEC on March 23, 2009. You can obtain free copies of these
documents from NATCO using the contact information above.
Forward-Looking Statements
Information set forth in this document may contain forward-looking statements, which involve a number of risks and uncertainties. Cameron cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information.
Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Cameron and NATCO, including future financial and operating results, the new company’s plans, objectives, expectations and intentions and other statements that are not historical facts.
The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to satisfy the closing conditions of the transaction, including obtaining regulatory approvals for the transaction and the approval of the merger agreement by the NATCO stockholders; the
risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the impact of other acquisitions that Cameron or NATCO have made or may make before the transaction; competition and its effect on pricing; and exploration and development spending by
E&P operators. Additional factors that may affect future results are contained in Cameron’s and NATCO’s filings with the Securities and Exchange Commission (“SEC”), which are available at the SEC’s web site http://www.sec.gov. Cameron and NATCO disclaim any obligation to update and revise statements contained in these materials based on
new information or otherwise.
Additional Information and Where to Find It
In connection with the proposed merger, Cameron will file with the SEC a Registration Statement on Form S-4 and NATCO will file a proxy statement, which will be mailed to NATCO’s stockholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE S-4 AND PROXY STATEMENT REGARDING THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the S-4 and proxy statement (when available) and other related documents filed by Cameron and NATCO with the SEC at the SEC’s website at www.sec.gov. The S-4 and proxy statement (when it is available) and the other documents may also be obtained for free by accessing Cameron’s website at www.c-a-m.com under
the heading “Investor Relations” and then under the heading “SEC Filings” or by accessing NATCO’s website at www.natcogroup.com under the tab “Investor Relations” and then under the heading “SEC Filings”.
Participants in the Solicitation
NATCO and its directors, executive officers and certain other members of management and employees may be soliciting proxies from its stockholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders in connection with the proposed
merger will be set forth in NATCO’s proxy statement when it is filed with the SEC. You can find information about NATCO’s executive officers and directors in their definitive proxy statement filed with the SEC on March 23, 2009. You can obtain free copies of these documents from NATCO using the contact information above.