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Published on 6/2/2009 in the Prospect News Special Situations Daily.

Cameron, Natco agree to combine in $780 million all-stock transaction

By Lisa Kerner

Charlotte, N.C., June 2 - Cameron International Corp. announced it will acquire Natco Group Inc. in an all-stock transaction that values Natco at approximately $780 million, based on Cameron's closing stock price on Monday.

Natco shareholders will receive 1.185 shares of Cameron common stock for each of Natco's approximately 20.3 million shares outstanding.

Both companies' boards of directors have unanimously approved the transaction, which is expected to close during the third quarter of 2009, a Cameron news release said.

"In combination with our Petreco Process Systems division, this will solidify Cameron's position as a leading supplier of separation and processing solutions worldwide," Cameron president and chief executive officer Jack B. Moore said in a news release.

Moore said the acquisition is expected to be accretive to earnings and cash flow during 2010.

Cameron was advised by Simmons & Co. International, and Natco was advised by Barclays Capital.

Natco is a Houston-based provider of wellhead process equipment, systems and services used in the production of oil and gas.

Cameron is a Houston-based supplier of flow-equipment products and services to the oil and gas industry.

Acquirer:Cameron International Corp.
Target:Natco Group Inc.
Announcement date:June 2
Price per share:1.185 shares of Cameron stock
Expected closing:Third quarter of 2009
Stock price of acquirer:NYSE: NTG: $31.03 on June 1
Stock price of target:NYSE: CAM: $32.45 on June 1

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