THE WOODLANDS, Texas,
June 13, 2018 /PRNewswire/
-- Layne Christensen Company, (NASDAQ:
LAYN) ("Layne or the "Company"), a leading global water
management, infrastructure services and drilling company, today
announced that its stockholders have approved the merger agreement
with Granite Construction Incorporated ("Granite").
At Layne's special meeting, approximately 92% of all shares
voted were cast in favor of adopting the merger agreement with
Granite. The Company will be filing the final vote results on
a Form 8-K with the Securities and Exchange Commission.
Michael J. Caliel, President and
Chief Executive Officer of Layne, said, "We are pleased to have
received such strong support for this transaction from our
stockholders and look forward to a timely closing of this
compelling transaction. The merger of Layne and Granite
delivers significant value for Layne's stockholders as well as an
opportunity to meaningfully share in the upside potential of a
combined entity that will be well-positioned as a national leader
across both the transportation and water infrastructure
markets."
Under the terms of the merger agreement, Granite will acquire
all of the outstanding shares of Layne in an all-stock transaction,
with Layne stockholders receiving 0.27 shares of Granite stock for
each share of Layne. The closing of the transaction is
expected to occur on June 14, 2018,
subject to customary closing conditions.
Advisors
Greentech Capital Advisors, LLC is serving as financial advisor
to Layne, and Latham & Watkins LLP and Stinson Leonard Street
LLP are serving as legal counsel. Alliance Advisors serves as
the Company's proxy and solicitation agent.
About Layne
Layne is a global water management, infrastructure services and
drilling company, providing responsible solutions to the world of
essential natural resources—water, minerals and energy. We
offer innovative, sustainable products and services with an
enduring commitment to safety, excellence and integrity.
Forward-Looking Statements
Certain statements in this communication may constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements relate to
a variety of matters, including but not limited to: the
consummation of the proposed merger and the timing thereof; the
expected benefits of the integration of the two companies; and
other statements that are not historical fact. These statements are
made on the basis of the current beliefs, expectations and
assumptions of the management of Layne and Granite regarding future
events and are subject to significant risks and uncertainty.
Statements regarding our expected performance in the future are
forward-looking statements.
It is uncertain whether any of the events anticipated by the
forward-looking statements will transpire or occur, or if any of
them do, what impact they will have on the results of operations
and financial condition of the combined company or the price of
Layne's or Granite's common stock prior to the proposed merger, or
Granite's common stock following the proposed merger. These
forward-looking statements involve certain risks and uncertainties
that could cause actual results to differ materially from those
indicated in such forward-looking statements, including but not
limited to: failure to satisfy other closing conditions to the
proposed merger; risks that Layne will not be integrated
successfully or that Granite will not realize estimated cost
savings, synergies and growth or that such benefits may take longer
to realize than expected; failure to realize anticipated benefits
from Layne's operations; risks relating to unanticipated costs of
integration; reductions in customer spending, or a slowdown in
customer payments; unanticipated changes relating to competitive
factors in the industry in which Layne and Granite participate;
ability to hire and retain key personnel; ability to successfully
integrate Layne's businesses; the potential impact of announcement
or consummation of the proposed merger on relationships with third
parties, including customers, employees and competitors; ability to
attract new customers and retain existing customers in the manner
anticipated; reliance on and integration of information technology
systems; changes in legislation or governmental regulations
affecting the companies; international, national or local economic,
social or political conditions that could adversely affect the
companies or their customers; conditions in the credit markets;
risks associated with assumptions the parties make in connection
with the parties' critical accounting estimates and legal
proceedings; the continuing recovery in the mining industry;
prevailing prices for various commodities; the timing and extent of
future oil and gas drilling and production in the Delaware
Basin; longer term weather patterns; the availability of credit;
the availability of equity or debt capital needed for the business
and foreign currency fluctuations that may affect Layne's and
Granite's results of operations. Additional factors that may cause
results to differ materially from those described in the
forward-looking statements are set forth in the reports filed with
the SEC and in each company's other filings made with
the SEC available at the SEC's website
at www.sec.gov.
Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results
may vary materially and adversely from those anticipated, estimated
or projected. These forward-looking statements are made as of the
date of this filing. Neither Layne nor Granite undertakes any
obligation to update any such forward-looking statements to reflect
any new information, subsequent events or circumstances, or
otherwise, except as may be required by law.
Contacts:
J. Michael Anderson
Chief Financial Officer
281-475-2694
michael.anderson@layne.com
Dennard Lascar Investor Relations
Jack Lascar
713-529-6600
jlascar@dennardlascar.com
[LAYN-F]
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SOURCE Layne Christensen Company