Filed
by Cameron International Corporation
Commission
File No. 01-13884
Pursuant
to Rule 425 under the Securities Act of 1933
Subject
Company: NATCO Group, Inc.
Commission
File No.: 001-15603
To our
valued Customers:
We are
pleased to announce that NATCO will soon become a part of Cameron in a
transaction announced last night subject to our shareholders’ favorable
vote. The combination of NATCO and the product lines of Petreco,
Cameron’s Processing Systems division, will create industry-leading capabilities
to deliver Production Process Technologies worldwide. NATCO has over
80 years of experience in the industry and brings a wealth of leading process
solutions. Petreco’s technologies, represented by names such as WEMCO
and Krebs, have been part of high-value process solutions for
years. Combining these two companies under the Cameron umbrella will
establish a company with complementary capabilities in global fabrication,
leading technologies, and experienced personnel that will meet your current
production processing challenges. In addition, the ongoing
development work of both companies in subsea processing will advance new
technologies to meet your deepwater challenges in the future. During
the next few weeks, we will be updating you on our progress. In the
meantime, please contact your NATCO representative with any
questions.
|
John U.
Clarke
|
Patrick
M. McCarthy
|
|
Chairman & Chief
Executive Officer
|
President
& Chief Operating Officer
|
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.