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
The
following information is also available on the website: www.WelcometoCameron.com.
Frequently
Asked Questions
How
will the new organization be structured?
NATCO and
the Petreco Division of Cameron will be combined into one
Division. This will create a business with combined revenues, based
on 2008 revenues of almost $1 billion. Once the merger is finalized,
the new organization will be part of Cameron’s Drilling and Production Systems
(DPS) group, just as Petreco currently is.
Where
will the new organization be headquartered?
Both
NATCO and Petreco are headquartered in Houston, Texas. The combined
Division will be located in a single location, subject to space planning
requirements.
Will
there be a reduction in force as a result of this transaction?
This
transaction is a complementary fit for both companies. At this early
stage of planning, it is difficult to tell, but assuming business fundamentals
hold or improve, none is anticipated outside of overlapping support
functions. Until a full review of the organizations can be carried
out, however, we will not be in a position to definitively discuss any possible
changes.
When
will the transaction be finalized?
Currently
the plan is to close the transaction and merge the Divisions sometime by the end
of the third quarter. There are a number of steps that must occur in
order for this to happen, including obtaining the necessary regulatory approvals
and approval by NATCO’s stockholders.
Cameron
and NATCO both have operations in several of the same cities and regions. Will
there be facilities closures?
Until we
have completed a full review of both organizations, we will be unable to discuss
any possible changes.
What
will happen to the NATCO brand?
The
current plan is to maintain the NATCO brand under Cameron. There are
a number of existing sub-brands that will continue to exist and be promoted as
well.
Both
“Petreco” and “NATCO” are strong and well recognized names in the oilfield and
refining process systems business, and Cameron intends to preserve them. In
addition both have products with strong brand recognition and customer
acceptance. A branding plan will be developed and announced prior to or shortly
after the combination of the two organizations, which will aim to capitalize on
these strengths.
How
will the benefits change as a result of the acquisition?
It is
important to both organizations to maintain the well being of their respective
employee populations, and providing an effective benefits program is essential
to that objective. Cameron has a competitive benefits program
including Health & Welfare, Accidental Death & Disability, Life
insurance, 401(k) and Employee Assistance programs. Communications
will follow in the future on the details of these programs.
How
will the various systems be integrated in the new company such as Oracle and
SAP?
Each
entity will continue to operate on its own system. A review will take place at
the appropriate time on how to move forward. NATCO will continue to
proceed with its Oracle implementation at least until this review is
concluded.
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.