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Filed by Varco International, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Varco International, Inc.
Commission File No.: 1-8158
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[Varco International, Inc. letterhead]
March 23, 2000
Varco Shareholders
Dear Shareholders:
As our enclosed annual report for 1999 addresses the past, I wanted to take the
opportunity to address the future, as all of us here at Varco are very
enthusiastic about the opportunities that the new year brings. As you are
aware, we recently announced a merger-of-equals transaction with Tuboscope Inc.
("Tuboscope") in which you, the Varco shareholders, will be 50% participants.
This combination will bring together two very successful companies in their
respective fields to create a premier oilfield equipment and services company
with leading market positions in each of its business lines.
We believe that this transaction will create significant long-term value by
enabling the combined company to provide a broader offering of equipment and
services on both land and offshore rigs and from drilling through well
remediation. The addition of Tuboscope's service oriented businesses should
greatly enhance Varco's earnings profile in the early part of the oil industry
business cycle, as our equipment business historically benefits from new rig
orders which tend to occur in the latter half of the cycle. The result should
be a longer period of sustained peak earnings.
The combination of the two companies' solids control businesses will give Varco
a market leading position in this sector, significantly accelerating our own
expansion plans for this group. In addition, this merger strategically adds
coiled tubing drilling technology to our industry leading drilling equipment
portfolio. This combination should result in strong revenue and earnings growth
as we develop new products and expand services across the full breadth of
activity in the oilfield service industry. Your Board of Directors and
management team are committed to creating long-term value for shareholders.
While you will be asked to vote for the conversion of your shares in Varco into
shares of Tuboscope as part of the merger, the combined company will be known as
Varco International, Inc., and continue to trade on the NYSE under the ticker
"VRC", and I will continue in the roles of Chairman and Chief Executive Officer.
The two companies share complementary strategic objectives and a compatible
vision for the future of our industry and for our new company. With the recent
upturn in oil prices and associated drilling activity, the timing of this
transaction is fortuitous, and I anticipate that the tremendous benefits of this
merger will soon translate into enhanced shareholder value.
As always, your continued support is appreciated.
Sincerely,
/s/ George I. Boyadjieff
George Boyadjieff
Chairman and Chief Executive Officer
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PLEASE SEE REVERSE SIDE FOR IMPORTANT INFORMATION
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The foregoing communication contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The forward-looking statements are those that
do not state historical facts and are inherently subject to risk and
uncertainties. The forward-looking statements contained herein are based on
current expectations and entail various risks and uncertainties that could cause
actual results to differ materially from those projected in the forward-looking
statements. Such risks and uncertainties include, among others, the cyclical
nature of the oilfield services industry, risks associated with the company's
significant foreign operations, compliance with environmental laws, risks
associated with growth through acquisitions and other factors discussed in each
company's Annual Report on Form 10-K.
Investors and security holders of both Varco and Tuboscope are urged to
read the joint proxy statement/prospectus regarding the business combination
transaction referred to in the foregoing information, when it becomes available,
because it will contain important information. The joint proxy
statement/prospectus will be filed with the Securities and Exchange Commission
(the "Commission"). Varco and Tuboscope security holders may obtain a free copy
of the joint proxy statement/prospectus (when it is available) and other
documents filed by Varco and Tuboscope with the Commission at the Commission's
Web site at www.sec.gov. The joint prospectus and these other documents may also
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be obtained free of charge from Varco by directing a request to Varco
International, Inc., 743 North Eckhoff Street, Orange, CA 92868, Attention:
Donald L. Stichler, Vice-President, Controller-Treasurer and Secretary,
telephone: (714) 978-1900; e-mail: [email protected]; or from
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Tuboscope by directing a request to Tuboscope Inc., 2835 Holmes Road, Houston,
Texas 77051, Attention: James F. Maroney, III, Vice President, General Counsel
and Secretary, telephone: (713) 799-5100.
Varco and its officers and directors may be deemed to be participants in
the solicitation of proxies from Varco's shareholders with respect to the
proposed merger and related transactions. Information regarding such officers
and directors is included in Varco's Proxy Statement for the 1999 Annual Meeting
of Shareholders filed with the Commission on April 2, 1999. This document is
available free of charge at the Commission's Web site at www.sec.gov and from
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the Varco contact referred to above.
Tuboscope and its officers and directors may be deemed to be participants
in the solicitation of proxies from Tuboscope's stockholders with respect to the
proposed merger and related transactions. Information regarding such officers
and directors is included in Tuboscope's Proxy Statement for the 1999 Annual
Meeting of Stockholders filed with the Commission on April 12, 1999. This
document is available free of charge at the Commission's Web site at www.sec.gov
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and from the Tuboscope contact referred to above.
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Varco and Tuboscope Announce Merger
ORANGE, Calif., March 22 /PRNewswire/ -- Varco International, Inc. (NYSE: VRC -
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news) and Tuboscope Inc. (NYSE: TBI - news) today announced a merger-of-equals
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transaction that will create a combined oilfield equipment and services
organization with leading market positions in each of its major business lines.
The shares of the combined company, which will be called Varco International,
Inc., will be owned equally by the current shareholders of each company. The
combined company had revenue of approximately $1 billion in 1999 and nearly
5,300 employees worldwide as of December 31, 1999.
Under the terms of the definitive merger agreement, which was unanimously
approved by each company's Board of Directors, Tuboscope will issue 0.7125 new
shares in exchange for each share of Varco common stock, resulting in
approximately 94 million shares on a fully diluted basis. Simultaneous with the
closing of the transaction, Tuboscope will change its corporate name to Varco
International, Inc. and list the shares of the combined company on the NYSE for
trading under the symbol ``VRC''. Based on each company's closing price on March
22, 2000, the combined company will have a market capitalization of
approximately $1.8 billion. It is expected that the transaction will be
accounted for as a pooling-of-interests and will be tax free to shareholders.
George Boyadjieff, Chairman and CEO of Varco, who will be Chairman and CEO of
the combined company, said, ``This is a true merger-of-equals transaction that
combines two of the premier franchises in the oilfield services and equipment
sector. Tuboscope and Varco each trace their roots back to the early part of the
20th century when the oil service industry was in its infancy. More importantly,
our companies share complementary strategic objectives and a compatible vision
for the future of our industry and for our new company. The value that this
transaction creates comes from the ability of the combined company to provide a
broader offering of equipment and services on both land and offshore rigs, and
from drilling through well remediation.''
John Lauletta, President and CEO of Tuboscope, who will become President and COO
of the combined company added, ``This should result in strong growth
opportunities as we develop new products and expand services and should result
in greater revenue, cash flow and earnings across the full breadth of activity
in the oilfield service industry. The combined company will draw equally upon
the talent from both organizations to effectively integrate our product and
service offerings for our customers, while enhancing returns for our
shareholders.''
John Lauletta continued, ``We have assumed only a modest amount of cost savings
from consolidation in this transaction as the real value creation of this
combination will come from enhanced revenue opportunities. The combined company
will certainly continue to operate with the same culture of financial discipline
that has been a hallmark of each organization.''
Joseph Winkler, Chief Financial Officer of Tuboscope, who will become Chief
Financial Officer of the combined company said, ``The merger is expected to be
accretive to earnings and cash flow per share for shareholders of both companies
in the first full year of the combination. In addition, with a market
capitalization of $1.8 billion, liquidity will be significantly increased for
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current and prospective shareholders. The combination of a strong equity
currency and a liquid balance sheet with significant debt capacity should
provide a strong financial position for the combined company.''
The ten member Board of Directors of the combined company will consist of five
representatives each from Varco and Tuboscope, including the former Chairman of
Tuboscope, L.E. Simmons, as a non-executive director.
The transaction is expected to be completed during the second quarter of 2000
and is subject to stockholder and regulatory approvals, including expiration of
the applicable waiting period under the Hart-Scott-Rodino Act, and other
customary conditions. Varco and Tuboscope intend to file a joint proxy statement
with the Securities and Exchange Commission shortly.
Tuboscope was advised by Credit Suisse First Boston Corporation which brought
the two companies together, and Varco was advised by J.P. Morgan & Co.
Incorporated.
A joint conference call will be held Thursday morning, March 23rd at 7 A.M.
Pacific Time (9 A.M. Central Time). The dial-in number for the call is
712.257.3091 and the identification code is 3710620.
The foregoing contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. The forward-looking statements are those that do not state historical
facts and are inherently subject to risk and uncertainties. The forward-looking
statements contained herein are based on current expectations and entail various
risks and uncertainties that could cause actual results to differ materially
from those projected in the forward- looking statements. Such risks and
uncertainties include, among others, the cyclical nature of the oilfield
services industry, risks associated with the Company's significant foreign
operations, compliance with environmental laws, risks associated with growth
through acquisitions and other factors discussed in each of the Company's Annual
Report on Form 10-K.
SOURCE: Varco International, Inc.
