Filed by
Cameron International Corporation
Commission
File No. of Subject Company: 1-13884
Pursuant
to Rule 425 under the Securities Act of 1933, as amended
Subject
Company: NATCO Group, Inc.
Commission
File No. of Subject Company: 001-15603
NATCO
Group, Inc. sent the following email to its employees.
June 2,
2009
Dear
Fellow Employees,
We are
pleased to announce that NATCO Group Inc. will soon become a part of Cameron
International (NYSE: CAM) in a transaction announced last night, subject to our
shareholders’ favorable vote. This is an exciting step for our
employees, shareholders and customers as it propels the company into the next
era of growth in association with one of the industry’s most highly regarded
service companies. Your hard work made this
possible! Subject to required approvals, we expect the transaction to
close during the third quarter of this year.
Cameron
(www.c-a-m.com) is a leading provider of flow equipment products, systems and
services to worldwide oil, gas and process industries. Leveraging its
global manufacturing, sales and service network, Cameron's eleven operating
divisions work with drilling contractors, oil & gas producers, pipeline
operators, refiners and other process owners to control, direct, adjust,
process, measure and compress pressures and flows. The company
generated bookings in excess of $7.5 billion in 2008 with more than 16,000
employees at more than 250 locations around the world. Cameron is
headquartered in Houston and derives approximately two-thirds of its business
from outside the United States.
Natco
will be joined with Cameron’s Petreco Division to form a new Division within
Cameron’s Drilling and Production Systems Group. We expect to be a
leading provider of separation and processing equipment and services across the
world. NATCO’s ability to serve these markets, particularly in the
emerging subsea and deep water sector, will be greatly enhanced by this
combination.
We have
gotten to know much of Cameron’s leadership team and believe that our business
strategies and culture are complementary and squarely aligned. The
combined offerings of NATCO and Cameron provide a compelling opportunity for our
employees generally. The combined company will extend the product
offerings of both entities, create new career opportunities, expand our global
reach, leverage existing infrastructure and fund additional efforts in R&D
and new product development.
Although
regulatory requirements place specific limitations on the information we can
share at this time, we will make additional information available to you as it
is available. We will also be making site visits to all larger
locations and will conduct a number of webinars in which we will update the
organization on plans and conduct Question and Answer sessions.
We would
like to thank each of our loyal employees personally for the efforts that they
have made to make NATCO the world class process solutions company it is
today. We are confident that the “can-do” spirit of NATCO employees
will make the new organization the largest and most successful provider of
separation and processing equipment and services in the oil
industry.
John U.
Clarke, Chairman and CEO
Patrick
M. McCarthy, President and COO
Forward-Looking
Statements
Information
set forth in this document may contain forward-looking statements, which involve
a number of risks and uncertainties. NATCO 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.