Filed by
Cameron International Corporation
Commission
File No. of Subject Company: 1-13844
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
On June
2, 2009, Cameron International Corporation sent the following email to its
employees.
Dear
Fellow Employees:
We are
pleased to announce that Cameron has entered into an agreement that will combine
Cameron’s Petreco Process Systems division with NATCO, whose headquarters are
based in Houston. NATCO is a leading provider of process equipment,
systems and services to the worldwide oil and gas markets with approximately
2,400 employees.
NATCO
brings a rich portfolio of process and separation technology as well as a
strategically positioned manufacturing and distribution/service network, along
with a very talented workforce. Combined with the quality of our expert
knowledge, we will create a leading industry provider of process and separation
solutions to worldwide markets.
Once the
merger is finalized, this new division will be incorporated into Cameron’s
Drilling & Production Systems (DPS) group, which comprises: Drilling
Systems, Surface Systems, Subsea Flow Control, and Petreco Process Systems
divisions.
Subject
to regulatory and NATCO shareholder approvals, we expect to close the deal
during the third quarter of this year. During this period of time, there are
specific limitations on information that can be shared across both companies;
however, as we work through this timeline, we do intend to provide general
information to update both NATCO and Cameron employees.
Over the
next few weeks, Cameron representatives will be visiting NATCO locations to
provide general information on Cameron. A merger website has been created to
provide the latest merger information to both NATCO and Cameron employees, and
also provide individuals the ability to post merger-related
questions. You can access the website at www.welcometocameron.com.
As we go
through this process, as with any change, we recognize that it raises a lot of
questions from all employees. We are sensitive to the fact that it may take some
time before answers are available. We plan to keep communication channels open
and will use the questions posted on line to update the Frequently Asked
Questions document on a periodic basis.
We are
very excited with the capabilities that this new venture will create for both
Cameron and NATCO employees as we look forward to the future challenges for our
Industry. Working with leading edge technologies with diverse product offerings
that can serve a broad base of customers all over the world is going to be
rewarding for all.
Regards,
Jack B.
Moore, President and Chief Executive Officer
John D.
Carne, President, Drilling & Production
Systems
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.