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Ameron's Directors Set the Record Straight Regarding Barington's Allegations

PASADENA, Calif., Mar 09, 2011 (BUSINESS WIRE) --

Ameron International Corporation (NYSE: AMN) today announced that the current directors of Ameron issued the attached letter to stockholders.

Ameron's Board believes when you sift through all the claims and information in Barington's proxy materials that the view is clear:


Ameron has performed well in relative and absolute terms over the long term, even after considering the impact of the global recession which began in 2008.

Ameron's earnings per share grew at an annual compound rate of 12% from 1994 through 2008; Ameron's total stockholders' return from November 30, 1993 through January 31, 2011 totaled 11% per year. Ameron consistently outperformed its peers prior to 2008, and has continued to outperform its peers when measured over a five-year period despite the recession's particularly harsh impact on Ameron's West Coast construction markets.


Ameron's Board and Management continuously review the Company's strategies and strategic options to capitalize on Ameron's strengths. Ameron's businesses have been repositioned to perform well in the future when the Company's markets recover.

While always a diversified construction-related business, in recent years, the Company continuously refocused its strategies to concentrate on those businesses with the greatest growth potential and which capitalize on Ameron's strengths in technology, market share, manufacturing capabilities and reputation. Ameron exited those businesses in which the Company could not obtain or retain a leading position. The Coatings business and TAMCO were sold, and significant investments were and are being made in the ongoing core businesses - Fiberglass-Composite Pipe, Water Transmission, and Infrastructure Products.


The independent Board takes an active role in developing and evaluating strategies to counsel the Company, and is responsive to suggestions from stockholders.

The Board responded to stockholders before Barington began its campaign to take control of Ameron. No stockholder rights plan is in place after the Board put a rights plan to a vote of the stockholders in 2008, and the Board approved a future separation of CEO and Chairman after a majority of stockholders voted in favor of such a move in 2010. Later in 2010, reflecting governance trends and institutional commentary, the Board implemented a number of additional governance improvements.


A number of the issues claimed by Barington will be resolved in the near term when a new CEO is hired.

Korn Ferry has been engaged and is in the process of conducting an extensive and thoughtful search for a highly-qualified CEO. Upon the hiring of a new CEO, the roles of Chairman and CEO will be separated. Also for 2011, the peer group for compensation benchmarking was modified to reflect Ameron's current size. The Board expects that the new CEO's compensation will be based on the market price to attract a qualified individual.


Mr. Mitarotonda is not the right director for Ameron; he lacks competence and the right experience, and the Board has questions about his integrity.

Ameron is a heavy-manufacturing, project-related company that relies on technology and a global footprint to excel. Mr. Mitarotonda has little relevant experience managing or governing such an enterprise. More importantly, Barington's lack of success and claims about Mr. Mitarotonda's past lapses, including breaches of fiduciary duty and unauthorized trading, raise serious concerns. Indeed, Mr. Mitarotonda's investors have been abandoning Barington's fund which is down more than 80% since June 2007, to below $100 million. We interviewed and evaluated Mr. Mitarotonda, and we believe that there are better candidates for Ameron's Board.


If stockholders support the Company's slate of directors at the upcoming meeting, the Board will select two additional independent directors within the next several months.

The Board is not averse to new directors, but it just does not believe that Mr. Mitarotonda is the right person for the job. If stockholders support the Company's slate of directors, the Board would add new directors who would be independent of Barington and existing Board members and Management, like Barry Williams was when he was appointed to the Board in 2010.

A more detailed response to some of Barington's claims can be read by clicking the link below.

The Board is listening to stockholders and assisting with sound strategic direction; therefore, there is no need for a change of existing directors. Ameron's Board continues to urge that you vote the gold proxy and re-elect existing directors David Davenport and James Marlen.

About Ameron International Corporation

Ameron International Corporation is a multinational manufacturer of highly-engineered products and materials for the chemical, industrial, energy, transportation and infrastructure markets. Traded on the New York Stock Exchange (AMN), Ameron is a leading producer of water transmission lines and fabricated steel products, such as wind towers; fiberglass-composite pipe for transporting oil, chemicals and corrosive fluids and specialized materials; and products used in infrastructure projects. The Company's businesses operate in North America, South America, Europe and Asia. The Company also has partial ownership in several unconsolidated affiliates in the Middle East.

All statements in this press release and attached letter and in all future press releases that do not directly and exclusively relate to historical facts constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent the intentions, plans, expectations and beliefs of Ameron International Corporation (the "Company" or "Ameron"), and are subject to risks, uncertainties and other factors, many of which are outside the Company's control. These factors could cause actual results to differ materially from such forward-looking statements. For a written description of these factors, see the section titled "Risk Factors" in the Company's Annual Report on Form 10-K for the period ended November 30, 2009. The Company disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent events or otherwise except as required by law.

Vote the GOLD Proxy Card to Support Your Board's Nominees

Please vote your GOLD proxy today and support your Company.Even if you have sent a white proxy card to Barington, you have every right to change your vote.You may revoke that proxy, and vote as recommended by your Board by signing, dating and mailing the enclosed GOLD proxy card in the enclosed envelope.Only your latest dated proxy counts. If you have any questions on how to vote your shares, please call our proxy solicitor:


Call Toll Free at (800) 662-5200


Call Collect at (203) 658-9400

or email at:


Ameron International Corporation

Media:Brunswick Group, Steven Lipin/Christina Stenson
Telephone: 212-333-3810

Investors: Gary Wagner, Senior Vice President, Finance and Administration & Chief Financial Officer
James R. McLaughlin, Senior Vice President, Corporate Development & Treasurer
Telephone: 626-683-4000

Additional Information and Where to Find It

Ameron has filed with the Securities and Exchange Commission ("SEC"), and has mailed to stockholders, a proxy statement in connection with its 2011 annual meeting of stockholders. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Stockholders may obtain free copies of these documents and other documents filed with the SEC by Ameron through the website maintained by the SEC at http://www.sec.gov and at http://www.ezodproxy.com/ameron/2011, or by writing to Ameron International Corporation, 245 South Los Robles Avenue, Pasadena, California 91101-3638.

Certain Information Regarding Participants

Ameron and its Directors are, and certain of its officers may be deemed to be, participants in the solicitation of proxies with respect to the 2011 Annual Meeting of stockholders. A description of the direct and indirect interests of the participants, by securities holdings or otherwise, was contained in Ameron's proxy statement that was filed with the SEC on February 28, 2011.

Photos/Multimedia Gallery Available: http://www.businesswire.com/cgi-bin/mmg.cgi?eid=6642107&lang=en

SOURCE: Ameron International Corporation

Brunswick Group
Steven Lipin/Christina Stenson
Telephone: 212-333-3810
Ameron International Corporation
Gary Wagner, Senior Vice President, Finance and Administration & Chief Financial Officer
James R. McLaughlin, Senior Vice President, Corporate Development & Treasurer
Telephone: 626-683-4000
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