THE WOODLANDS, Texas, June 14, 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 merger with Granite Construction Incorporated (NYSE: GVA)
("Granite") has now been completed. As a result of the transaction, Layne's common stock will no longer be traded on the
Nasdaq Stock Market, effective immediately. All Layne shares will be exchanged for 0.27 Granite shares and be eligible for
trading effective June 15, 2018. Layne is now a division of Granite.
Michael J. Caliel, President and Chief Executive Officer of Layne, said, "We are pleased that
the completion of this transaction creates significant value to our stockholders in the form of a compelling premium and the
opportunity to meaningfully participate in the growth of a combined entity with differentiated scale and resources.
The merger with Granite is a recognition that Layne's turnaround strategy, executed over the last several years, has created
benefits for each of our stakeholders. We wish our employees, whose work and dedication enabled this success, all the best
as our businesses continue to evolve. It has been an honor to lead Layne over the last several years as we positioned the
Company for long term success."
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 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 following the
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: 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 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