21.04.2008 17:34:00
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National Oilwell Varco, Inc. Announces Successful Acquisition of Grant Prideco, Inc. and Final Results of Exchange Offer Relating to 6 1/8% Senior Notes due 2015 Issued by Grant Prideco, Inc.
National Oilwell Varco, Inc. (NYSE:NOV) today announced the approval by
the stockholders of Grant Prideco, Inc. of the previously announced
merger agreement entered into by and among National Oilwell Varco, a
wholly owned subsidiary of National Oilwell Varco and Grant Prideco at a
special meeting of Grant Prideco’s
stockholders held earlier today and the completion of National Oilwell
Varco’s acquisition of Grant Prideco pursuant
to the merger agreement. With the closing of the merger transaction,
each issued and outstanding share of Grant Prideco common stock has been
converted into the right to receive 0.4498 of a share of common stock of
National Oilwell Varco and $23.20 in cash. Under the terms of the merger
agreement, Grant Prideco merged with and into a wholly owned subsidiary
of National Oilwell Varco.
As a result of the merger transaction, National Oilwell Varco issued
approximately 56.86 million shares of its common stock and paid
approximately $2.93 billion in cash, which was funded using a
combination of proceeds from two new credit facilities and cash on hand.
In connection with the merger transaction, National Oilwell Varco also
announced today the final results of its related exchange offer.
Beginning on March 20, 2008, National Oilwell Varco offered to exchange
all properly tendered and accepted 6 1/8% Senior Notes due 2015 issued
by Grant Prideco for 6 1/8% Senior Notes due 2015 issued by National
Oilwell Varco. As of the expiration deadline of 9:00 a.m., New York City
time, on April 21, 2008, $150,816,000 in aggregate principal amount of 6
1/8% Senior Notes due 2015 issued by Grant Prideco, representing
approximately 86% of the outstanding Grant Prideco notes, had been
validly tendered (and not withdrawn) in the exchange offer. In
connection with the consummation of the exchange offer, National Oilwell
Varco accepted such tendered notes and issued $150,816,000 in the
aggregate principal amount of its 6 1/8% Senior Notes due 2015.
About National Oilwell Varco, Inc.
National Oilwell Varco is a worldwide leader in the design, manufacture
and sale of equipment and components used in oil and gas drilling and
production, as well as in providing supply chain integration services to
the upstream oil and gas industry.
About Grant Prideco, Inc.
Grant Prideco is a world leader in drill stem technology development and
drill pipe manufacturing, sales and service, as well as a leader in
drill bit and specialty tools, manufacturing, sales and service.
Cautionary Statement Regarding
Forward-Looking Statements
Statements made in this press release that are forward-looking in nature
are intended to be "forward-looking statements”
within the meaning of Section 21E of the Securities Exchange Act of 1934
and may involve risks and uncertainties. These statements include,
without limitation, statements regarding any effect or benefit of the
transaction and any other statements that are not historical facts.
Other risks and uncertainties, which are more fully described in
documents filed with the Securities and Exchange Commission, including
Annual Reports on Form 10-K, could cause actual results to differ from
those contained in the forward-looking statements.
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