Layne Christensen Shareholders Approve Granite Acquisition of Layne
13 Juni 2018 - 6:39PM
Business Wire
Granite (NYSE: GVA) today announced that Layne shareholders
voted to approve the adoption of the merger agreement with Granite
at a special meeting of Layne’s shareholders held earlier today.
Approximately 92 percent of all shares voted were cast in favor of
adopting the merger agreement. Layne will file the final vote
results on a Form 8-K with the Securities and Exchange
Commission.
As previously announced under the terms of the merger agreement,
Layne shareholders will receive 0.270 shares of Granite common
stock for each share of Layne common stock tendered in the exchange
offer. Upon completion of the transaction, Granite shareholders
will own approximately 88 percent of the combined company and Layne
shareholders will own approximately 12 percent of the combined
company.
With Layne shareholder approval, Granite and Layne believe that
all material conditions necessary to complete the combination have
now been satisfied, other than those to be satisfied on the closing
date. Granite and Layne expect to complete the transaction on June
14, 2018, subject to customary closing conditions.
About Granite
Through its offices and subsidiaries nationwide, Granite
(NYSE:GVA) is one of the nation’s largest infrastructure
contractors and construction materials producers. Granite
specializes in complex infrastructure projects, including
transportation, industrial and federal contracting, and is a proven
leader in alternative procurement project delivery. Granite is an
award-winning firm in safety, quality and environmental
stewardship, and has been honored as one of the World’s Most
Ethical Companies by Ethisphere Institute for nine consecutive
years. Granite is listed on the New York Stock Exchange and is part
of the S&P MidCap 400 Index, the MSCI KLD 400 Social Index and
the Russell 2000 Index. For more information, visit
graniteconstruction.com.
About Layne
Layne (NASDAQ: LAYN) 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
All statements included or incorporated by reference in this
communication, other than statements or characterizations of
historical fact, are forward-looking statements within the meaning
of the federal securities laws, including Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements are based on Granite’s current expectations, estimates
and projections about its business and industry, management’s
beliefs, and certain assumptions made by Granite and Layne, all of
which are subject to change. Forward-looking statements can often
be identified by words such as “anticipates,” “expects,” “intends,”
“plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,”
“will,” “should,” “would,” “could,” “potential,” “continue,”
“ongoing,” similar expressions, and variations or negatives of
these words. Examples of such forward-looking statements include,
but are not limited to: (1) references to the anticipated benefits
of the proposed transaction; (2) the expected future capabilities
and served markets of the individual and/or combined companies; (3)
projections of financial results, whether by specific market
segment, or as a whole, and whether for each individual company or
the combined company; (4) market expansion opportunities and
segments that may benefit from sales growth as a result of changes
in market share or existing markets; (5) the financing components
of the proposed transaction; (6) potential credit scenarios,
together with sources and uses of cash; and (7) the expected date
of closing of the transaction.
These forward-looking statements are not guarantees of future
results and are subject to risks, uncertainties and assumptions
that could cause actual results to differ materially and adversely
from those expressed in any forward-looking statement. Important
risk factors that may cause such a difference in connection with
the proposed transaction include, but are not limited to, the
following factors: (1) the risk that the conditions to the closing
of the transaction are not satisfied, including the risk that
required approvals for the transaction from governmental
authorities or the stockholders of Layne are not obtained; (2)
litigation relating to the transaction; (3) uncertainties as to the
timing of the consummation of the transaction and the ability of
each party to consummate the transaction; (4) risks that the
proposed transaction disrupts the current plans and operations of
Granite or Layne; (5) the ability of Granite or Layne to retain and
hire key personnel; (6) competitive responses to the proposed
transaction and the impact of competitive products; (7) unexpected
costs, charges or expenses resulting from the transaction; (8)
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the transaction;
(9) the combined companies’ ability to achieve the growth prospects
and synergies expected from the transaction, as well as delays,
challenges and expenses associated with integrating the combined
companies’ existing businesses; (10) the terms and availability of
the indebtedness planned to be incurred in connection with the
transaction; and (11) legislative, regulatory and economic
developments, including changing business conditions in the
construction industry and overall economy as well as the financial
performance and expectations of Granite and Layne’s existing and
prospective customers. These risks, as well as other risks
associated with the proposed transaction, will be more fully
discussed in the proxy statement/prospectus that will be included
in the Registration Statement on Form S-4 that Granite will file
with the Securities and Exchange Commission (“SEC”) in connection
with the proposed transaction. Investors and potential investors
are urged not to place undue reliance on forward-looking statements
in this document, which speak only as of this date. Neither Granite
nor Layne undertakes any obligation to revise or update publicly
any forward-looking statement to reflect future events or
circumstances. Nothing contained herein constitutes or will be
deemed to constitute a forecast, projection or estimate of the
future financial performance of Granite, Layne, or the combined
company, following the implementation of the proposed transaction
or otherwise.
In addition, actual results are subject to other risks and
uncertainties that relate more broadly to Granite’s overall
business, including those more fully described in Granite’s filings
with the SEC including its annual report on Form 10-K for the
fiscal year ended December 31, 2017, and Layne’s overall business
and financial condition, including those more fully described in
Layne’s filings with the SEC including its annual report on Form
10-K for the fiscal year ended January 31, 2018.
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version on businesswire.com: https://www.businesswire.com/news/home/20180613005960/en/
Granite Contacts:MediaJacque Fourchy,
831-761-4741OrInvestorsRon Botoff, 831-728-7532
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