Layne Christensen Shareholders Approve Granite Acquisition of Layne

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

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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SOURCE: Granite Construction Incorporated”>
<Property FormalName=”PrimaryTwitterHandle” Value=”@Granite

Granite Contacts: 
Jacque Fourchy, 831-761-4741 
Ron Botoff, 831-728-7532

Copyright Business Wire 2018


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