THE WOODLANDS, Texas,
June 7, 2018 /PRNewswire/
-- Layne Christensen Company, (NASDAQ:
LAYN) ("Layne or the "Company"), a leading global water
management, infrastructure services and drilling company, today
commented on the recommendation by leading proxy advisory firm
Glass Lewis that its clients vote FOR adoption of the merger
agreement with Granite Construction
Incorporated ("Granite").
Michael J. Caliel, President and
Chief Executive Officer of Layne, said, "We are pleased that both
of the leading proxy advisory firms, ISS and Glass Lewis, have
independently recognized the strategic logic of our proposed merger
with Granite at this juncture in our Company's evolution, and
importantly the significant value that is expected to be generated
for Layne stockholders in both the near and long term. We
encourage our stockholders to vote FOR the transaction with Granite
and look forward to welcoming them to our Special Meeting on June
13th."
On February 14, 2018, Layne
entered into a merger agreement with Granite, whereby 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. Layne's Board of
Directors unanimously recommends that stockholders vote "FOR" the
adoption of the merger agreement.
In forming its recommendation that Layne stockholders vote FOR
the transaction with Granite, both Glass Lewis and ISS evaluated
all publicly available filings, presentations and stockholder
commentary. Each of the proxy advisory firms thoroughly
analyzed the strategic rationale of the transaction, Layne's
standalone prospects (including the significant capital investment
that would be required to develop the relatively new water
midstream business), the process that Layne undertook in ultimately
agreeing to a transaction with Granite and the value realized for
stockholders as a virtue of the transaction.
In particular, Glass Lewis noted that:1
- The consideration paid to Layne stockholders represents "an
attractive premium to Layne's standalone value over all periods
analyzed."
- "The all-stock nature of the consideration will also allow
Layne shareholders to participate in the future success of the
combined company while eliminating execution risk related to the
Company's satisfaction of near-term debt liabilities and capital
raising."
- "Upon conversion of the 8.0% (and potentially also the 4.25%)
convertible notes into equity, shareholders would have seen severe
dilution on a standalone basis regardless, thereby minimizing the
potential capture by common shareholders of projected performance
improvement."
- "When combined with Granite, the Company will be better
positioned for capital investments in its growing water midstream
business, thereby allowing for development on its first-mover
advantage in the Permian Basin…"
- "The combined company is expected to generate $20.0 million in pre-tax synergies, to be
realized by the third year following consummation of the
merger."
- "…We believe shareholders should support this proposal at this
time."
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; 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 obtain stockholder approvals in a timely
manner or otherwise; 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.
Additional Information and Where to Find It
Granite has filed with the SEC a Registration
Statement on Form S-4, which includes a prospectus with respect to
Granite's shares of common stock to be issued in the proposed
merger and a proxy statement of Layne in connection with the
proposed merger between Granite and Layne (the "Proxy
Statement/Prospectus"). The Proxy Statement/Prospectus has been
sent or given to the stockholders of Layne and contains important
information about the proposed merger and related matters. LAYNE'S
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS
CAREFULLY BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER. The Proxy Statement/Prospectus and other relevant
materials and any other documents filed by the Company or Layne
with the SEC may be obtained free of charge at
the SEC's website at www.sec.gov. In addition,
security holders are able to obtain copies of the Proxy
Statement/Prospectus free of charge from Layne or Granite by
contacting either (1) Investor Relations by mail at Layne
Christensen Company, 1800 Hughes Landing Boulevard, Ste
800, The Woodlands, Texas 77380, Attn: Investor Relations
Department, by telephone at 281-475-2600, or by going to Layne's
Investor Relations page on its corporate website
at www.layne.com or (2) Investor Relations by mail
at Granite Construction Incorporated, 585 West Beach
Street, Watsonville, California 95076, Attn: Investor Relations
Department, by telephone at 831-724-1011, or by going to the
Company's Investors page on its corporate website
at www.graniteconstruction.com.
No Offer or Solicitation
The information in this document is for informational purposes
only and is neither an offer to purchase, nor a solicitation of an
offer to sell, subscribe for or buy any securities or the
solicitation of any vote in any jurisdiction pursuant to the
proposed merger or otherwise, nor shall there be any sale, issuance
or transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Participants in the Solicitation
Layne and Granite and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Layne's stockholders in connection with the proposed
merger and may have direct or indirect interests in the proposed
merger. Information about Layne's directors and executive officers
is set forth in its Annual Report on Form 10-K for the fiscal year
ended January 31, 2018, which was filed with
the SEC on April 10, 2018 and amended
on April 20, 2018. These documents are available free of
charge at the SEC's website at www.sec.gov, and from
Layne by contacting Investor Relations by mail at Layne
Christensen Company, 1800 Hughes Landing Boulevard, Ste
800, The Woodlands, Texas 77380, Attn: Investor Relations
Department, by telephone at 281-475-2600, or by going to Layne's
Investor Relations page on its corporate website
at www.layne.com. Information about Granite's directors and
executive officers is set forth in Granite's Proxy Statement on
Schedule 14A for its 2018 Annual Meeting of Stockholders, which was
filed with the SEC on April 13, 2018, and its Annual
Report on Form 10-K for the fiscal year ended December 31,
2017, which was filed with the SEC on February 16,
2018. These documents are available free of charge at
the SEC's website at www.sec.gov, and from Granite
by contacting Investor Relations by mail at Granite
Construction Incorporated, 585 West Beach
Street, Watsonville, California 95076, Attn: Investor
Relations Department, by telephone at 831-724-1011, or by going to
Granite's Investors page on its corporate website
at www.graniteconstruction.com. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the proposed merger included in the
Proxy Statement/Prospectus that Granite has filed with
the SEC.
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
1 Glass
Lewis permission was neither sought nor obtained for use of
quotes.
|
[LAYN-F]
View original
content:http://www.prnewswire.com/news-releases/glass-lewis-joins-iss-in-recommending-that-layne-christensen-stockholders-vote-for-the-proposed-merger-with-granite-300662075.html
SOURCE Layne Christensen Company