e425
Filed by National Oilwell Varco, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Registration No. 333-148885
Subject Company: Grant Prideco, Inc.
Commission File No.: 001-15423
The following is a letter sent to
certain Grant Prideco, Inc. stockholders commencing on April 4, 2008:
April 4, 2008
Dear Stockholder:
We have previously sent to you proxy materials
for the special meeting of Grant Prideco, Inc.
stockholders, to be held on April 21, 2008. Your board of directors unanimously recommends that
Grant Prideco, Inc. stockholders vote FOR the approval and adoption of the merger agreement with
National Oilwell Varco, Inc.
Since approval of the merger agreement requires
the affirmative vote of a majority of the companys
outstanding shares, your vote is important, no matter how many or how few shares you may own.
Whether or not you have already done so, please vote TODAY by telephone, via the Internet, or by
signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Very truly yours,
Philip A. Choyce
Vice President, General Counsel and Secretary
REMEMBER:
You can vote your shares by telephone, or via the Internet.
Please follow the easy instructions on the enclosed proxy card.
If you have any questions, or need assistance in voting
your shares, please call our proxy solicitor,
INNISFREE M&A INCORPORATED
TOLL-FREE, at 1-888-750-5834.
Grant
Prideco, Inc.
400 N. Sam Houston Parkway E., Suite 900, Houston, Texas 77060 Tel: (281) 878-8000 Fax: (281) 878-5732
In connection with the proposed merger,
National Oilwell Varco, Inc. has filed, and the Securities
and Exchange Commission (SEC) has declared effective, a registration statement on Form S-4, which
includes a proxy statement of Grant Prideco, Inc. that also constitutes a prospectus of National
Oilwell Varco, Inc. Grant Prideco, Inc. mailed the proxy statement/prospectus to its stockholders
on or about March 20, 2008. Investors and stockholders are urged to read the proxy
statement/prospectus, because it contains important information. You may obtain a free copy of the
proxy statement/prospectus, as well as other filings containing information about National Oilwell
Varco, Inc. and Grant Prideco, Inc., without charge, at the SECs internet site
(http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC
that are incorporated by reference in the proxy statement/prospectus can also be obtained, without
charge, by directing a request to National Oilwell Varco, Inc., 7909 Parkwood Circle Drive,
Houston, Texas 77036, (713) 375-3700, Attention: Investor Relations, or to Grant Prideco, Inc., 400
N. Sam Houston Parkway East, Suite 900, Houston, Texas 77060, Telephone: (281) 878-8000, Attention:
Investor Relations.
Grant Prideco, Inc., its directors and executive
officers and certain other persons may be deemed
to be participants in the solicitation of proxies in respect of the proposed merger. Information
about Grant Prideco, Inc.s directors and executive officers can be found in Grant Pridecos Annual
Report on Form 10-K filed with the SEC on February 29, 2008, definitive proxy statement filed with
the SEC on April 2, 2007 with respect to Grant Pridecos 2007 Annual Meeting of Stockholders, and
Current Reports on Form 8-K filed with the SEC on or since February 29, 2008. Other information
regarding the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the proxy statement/prospectus and
other relevant materials filed with the SEC.
GRANT PRIDECO, INC.
400 N. Sam Houston Parkway East, Suite 900
Houston, TX 77060
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned
hereby appoints Philip Choyce and Michael McShane, and each of them, as
proxies, each with full power of substitution, to represent and vote as designated on the reverse
side, all the shares of Common Stock of Grant Prideco, Inc. held of record by the undersigned on
March 14, 2008, at the Special Meeting of Stockholders to be held at the Crowne Plaza Hotel Houston
North-Greenspoint, 425 North Sam Houston Pkwy. East, Houston, Texas 77060, on April 21, 2008, or
any adjournment or postponement thereof.
If no choice
is specified, the proxy will be voted FOR Item 1.
(Continued and to be signed on the reverse side.)
SPECIAL MEETING OF STOCKHOLDERS OF
GRANT PRIDECO, INC.
MONDAY, APRIL 21, 2008
PROXY VOTING INSTRUCTIONS
|
|
|
|
|
MAIL Date, sign and mail your proxy card in
the envelope provided as soon as possible. |
|
COMPANY NUMBER |
|
|
|
|
|
|
|
- OR - |
|
|
|
|
|
|
|
|
|
TELEPHONE Call toll-free 1-800-PROXIES
(1-800-776-9437) from any touch-tone telephone
and follow the instructions. Have your proxy
card available when you call.
|
|
ACCOUNT NUMBER |
|
|
|
|
|
|
|
- OR - |
|
|
|
|
|
|
|
|
|
INTERNET
Access www.voteproxy.com and follow
the on-screen instructions. Have your proxy
card available when you access the web page. |
|
|
|
|
|
|
|
|
|
- OR - |
|
|
|
|
|
|
|
|
|
IN PERSON
You may vote your shares in person
by attending the Special Meeting. |
|
|
|
|
You may enter your voting
instructions at 1-800-PROXIES or 1-718-921-8500 from foreign countries or
www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.
Please detach along perforated
line and mail in the envelope provided IF you are not voting via
telephone or the Internet.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR PROPOSAL 1.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR
BLACK INK AS SHOWN HERE þ
|
|
|
|
|
|
|
|
|
|
|
YOUR VOTE IS IMPORTANT |
|
|
|
PROPOSAL 1. ADOPTION OF |
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
|
|
|
MERGER AGREEMENT: |
|
|
|
|
|
|
Please take a moment now to vote your shares
of Grant Prideco, Inc. common stock for the
upcoming Special Meeting of Stockholders. |
|
|
|
To approve and adopt the Agreement and Plan of Merger,
dated as of December 16, 2007, among National
Oilwell Varco, Inc. (National Oilwell Varco), NOV
Sub, Inc. (NOV Sub), a wholly owned subsidiary of
National Oilwell Varco, and Grant Prideco, Inc.
(Grant Prideco), and to approve the merger and the
other transactions contemplated by the merger agreement,
pursuant to which Grant Prideco will be merged with and
into NOV Sub and each outstanding share of common
stock of Grant Prideco will be converted into the
right to receive 0.4498 of a share of common stock of
National Oilwell Varco and $23.20 in cash, plus cash in
lieu of fractional shares. |
|
¨ |
|
¨ |
|
¨ |
|
|
|
|
|
|
|
|
|
|
|
To change the address on your
account, please check the box at
right and indicate your new address in
the address space above. Please note
that changes to the registered name(s)
on the account may not be submitted
via this method. |
|
¨ |
|
|
|
|
|
|
|
|
THIS PROXY WHEN PROPERLY EXECUTED
WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED
FOR PROPOSAL 1.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature of Stockholder |
|
|
|
Date: |
|
|
|
Signature of Stockholder |
|
|
|
Date: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: |
|
Please sign exactly as your name or names appear on this Proxy. When shares are
held jointly, each holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please give full title as such. If the signer is
a corporation, please sign full corporate name by duly authorized officer, giving
full title as such. If signer is a partnership, please sign in partnership name
by the authorized person. |