Christiana's Prideco subsidiary to merge with Energy Ventures Inc.; Christiana to acquire 14 percent of Energy Ventures stock.

MILWAUKEE--(BUSINESS WIRE)--May 23, 1995--Christiana Companies Inc. (NYSE:CST) announced today it signed a definitive agreement to merge Prideco Inc., a majority owned subsidiary, with a subsidiary of Energy Ventures Inc. (NYSE:EVI), a diversified international energy service and equipment company based in Houston.

In the tax-free merger and related transactions with EVI and the other shareholders of Prideco, Christiana will acquire approximately 2,150,000 shares of EVI common stock (or approximately 14.2 percent of the post-transaction outstanding EVI common stock) in exchange for Christiana's interest in Prideco and $13.8 million in cash. The actual number of shares Christiana will acquire is subject to adjustment based on the average market price of EVI common stock during a valuation period prior to the closing.

Based on recent market prices of EVI common stock, Christiana will recognize a gain of approximately $10 million at the closing of the merger, which is anticipated to occur during Christiana's first quarter ending Sept. 30, 1995.

Chairman Sheldon B. Lubar said, ``The merger of Prideco and the additional $13.8 million cash investment will position Christiana with a significant ownership stake in EVI, initially approximately 14.2 percent. At recent market prices this investment is valued at approximately $34.4 million. We view this investment as an important opportunity not only to leverage the success that Prideco has achieved, but also one that creates a significant new base around which Christiana will work to build equity value. Our shareholdings in EVI will become a meaningful part of Christiana's strategy going forward. It is our present intent to increase Christiana's ownership in EVI to at least 20 percent which would also allow equity accounting of Christiana's share of EVI's earnings to be included in our own reported financial results.''

Upon completion of the Prideco merger and in future periods, Christiana will value its EVI holdings at market in accordance with accounting convention. However, while Christiana's proportionate share of EVI's earnings will not be included in its income statement until the 20 percent ownership threshold is achieved, a full discussion of its ``look through'' earnings will be presented.

The definitive merger agreement has been approved by the board of directors of both Christiana and EVI. Upon effecting the merger, Sheldon B. Lubar will become a member of EVI's board of directors. Completion of this transaction is subject to Hart-Scott-Rodino filings and other customary conditions.

EVI's principal lines of business are engaged in the oilfield service industry worldwide and include: high performance tubular products manufactured and marketed through Grant TFW, artificial lift and completion production equipment produced by Highland and Production Oil Tools and inland barge contract drilling rigs operated by Mallard Drilling. The combination with Prideco is expected to result in improved operating performance as identified cost savings and manufacturing efficiencies are realized.

Christiana Companies' other principal businesses are public refrigerated warehousing and logistic services for food and consumer product companies. Wiscold Inc. is the leading provider of public refrigerated warehousing in the Upper Midwest. The TLC Group is a leading and rapidly growing national provider of refrigerated and dry warehousing and integrated logistic services. Prideco Inc., a 60 percent owned subsidiary, manufactures drill pipe, drill collars, heavyweight pipe and related products used worldwide in the exploration and production of oil and natural gas. Christiana is also selling its remaining 81 company-owned condominium homes located in the Tierrasanta region of San Diego.

CONTACT: Christiana Companies Inc., Milwaukee

William T. Donovan, 414/291-9000