Acquisition to Bolster Operations and Expand
Client Relationships in Southeastern US States
Atlas Intermediate Holdings LLC (“Atlas”), a leading provider of
professional testing, inspection, engineering, program management
and consulting services under the name Atlas Technical Consultants,
announced today that it has signed an agreement to acquire Long
Engineering, Inc. (“Long Engineering”). The acquisition will
further strengthen Atlas’ operational footprint and deepen key
client relationships throughout the Southeast. Headquartered in
Atlanta, Georgia, Long Engineering provides civil engineering, land
surveying, transportation engineering, subsurface utility
engineering and construction engineering and inspection
services.
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As previously announced, Atlas has entered into a definitive
agreement with Boxwood Merger Corp. (Nasdaq: BWMC, BWMCU and BWMCW)
(“Boxwood”), a publicly-traded special purpose acquisition company,
whereby Atlas will become a wholly-owned indirect subsidiary of
Boxwood. Boxwood has scheduled a stockholder meeting for December
12, 2019 relating to the approval by its stockholders of the
business combination with Atlas (the “business combination”) and
certain related matters. Atlas and Boxwood expect to close the
business combination in mid-December 2019, subject to the approval
of Boxwood’s stockholders and other closing conditions.
The Long Engineering acquisition demonstrates Atlas’ commitment
to driving long-term revenue growth by identifying and acquiring
companies that enhance Atlas’ footprint, client base and services.
Atlas’ acquisition of Long Engineering is expected to close prior
to the end of the calendar year.
Established by Ellen Long, PE in 1997, Long Engineering is a
well-known leader in transportation and civil engineering services
and was recognized in 2018 as a Hot Firm, and one of the Best Firms
to Work For by the Zweig Group.
“This transaction is part of Atlas’ multi-faceted growth
strategy to expand our service offerings and become the preferred
provider of professional and technical services in this industry,”
said Atlas’ Chief Executive Officer, L. Joe Boyer. “Long
Engineering allows us to leverage Atlas’ resources to win larger,
more complex projects through expanded technical capabilities.
Moreover, this strategic acquisition aligns with our clear path to
grow our business offerings, broaden our customer base and provide
significant revenue opportunities for the future.”
“As we move closer to the merger between Atlas and Boxwood, we
are excited to continue identifying and executing accretive tuck-in
acquisitions like Long Engineering. This acquisition and our robust
pipeline of future purchases validate our overall strategy,” said
Stephen Kadenacy, Chairman and Chief Executive Officer of Boxwood,
who will serve as Executive Chairman of the combined company
following the business combination. “We look forward to building on
this momentum and to leveraging our experience to fuel Atlas’
attractive growth strategy.”
The acquisition of Long Engineering will expand Atlas’
operations in Georgia and Alabama to include bridge hydraulics and
private civil site expertise as well as subsurface utility
engineering. In addition, Long Engineering will complement Atlas’
existing services in roadway and bridge design,
transportation-related surveying and construction engineering and
inspection services. The acquisition will also allow Atlas
to cross-sell its diverse set of services to existing clients while
attracting new customers through its enhanced platform of
capabilities.
“Since the founding of the firm by Ellen Long, PE in 1997, we
have upheld our commitment to provide quality services for our
clients and to embrace a culture of passionate, empowered and
valued employees,” said Long Engineering’s Chief Executive Officer,
Shepherd Long. “We are excited to begin this next chapter in our
growth with Atlas, a company with shared values and a consistent
focus on excellence.”
Since its inception, Atlas has strategically strengthened its
capabilities and widened its footprint through acquisitions of
premier national and large regional technical service companies to
create an industry-leading platform. This includes the acquisitions
of: PaveTex Engineering, specializing in materials engineering and
testing, quality control testing and construction quality
assurance; Moreland Altobelli Associates, a full-service
engineering, design and program management firm; Engineering
Testing Services, a provider of innovative quality control testing
and inspection solutions for construction material manufacturers;
SCST, an environmental science and geotechnical engineering firm;
and Piedmont Geotechnical Consultants. Earlier this year, Atlas
extended its nationwide footprint to more than 40 states by
combining with ATC Group Services, a leading integrated
environmental engineering consulting firm with over 40 years of
experience.
Terms of the Long Engineering transaction were not
disclosed.
About Atlas Technical Consultants
Headquartered in Austin, Texas, Atlas is a leading provider of
professional testing, inspection engineering and consulting
services under the name Atlas Technical Consultants, offering
solutions to public and private sector clients in the
transportation, commercial, water, government, education and
industrial markets. With more than 100 offices in 40 states and
3,200+ employees, Atlas provides a broad range of mission-critical
technical services, helping clients test, inspect, certify, plan,
design and manage a wide variety of projects across diverse end
markets. For more information, go to https://www.oneatlas.com.
About Long Engineering, Inc.
Long Engineering is a land surveying and civil engineering firm
headquartered in Atlanta, Georgia, providing land development, land
surveying, subsurface utility engineering, transportation/bridge
design and construction engineering and inspections services. The
firm employs 100+ professional, technical and support personnel
within three offices. For more information, go to
www.longeng.com.
About Boxwood Merger Corp.
Boxwood Merger Corp. is a blank check company formed for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. In August 2019, Boxwood
announced its proposed business combination with Atlas, and filed a
definitive proxy statement with the U.S. Securities and Exchange
Commission on November 12, 2019 relating thereto. Boxwood’s shares
of Class A common stock, units and warrants trade under the ticker
symbols “BWMC,” “BMWCU” and “BWMCW,” respectively.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the proposed transactions and other
transactions described herein or otherwise, nor shall there be any
sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
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.
Important Information for Investors and Stockholders
In connection with the business combination, Boxwood has filed
on November 12, 2019 a definitive proxy statement with the SEC. The
definitive proxy statement and other relevant documents has been
sent or given to the stockholders of Boxwood as of November 6,
2019, the record date established for voting on the proposed
transaction and contains important information about the business
combination and related matters. Boxwood stockholders and other
interested persons are advised to read the definitive proxy
statement and any amendments thereto in connection with Boxwood’s
solicitation of proxies for the meeting of stockholders to be held
to approve, among other things, the business combination, because
the proxy statement contains important information about Boxwood,
Atlas and the business combination. The definitive proxy statement
has been mailed on November 12, 2019 to Boxwood stockholders as of
November 6, 2019, the record date established for voting on the
proposed transaction. Stockholders are also able to obtain copies
of the proxy statement, without charge, at the SEC’s website at
www.sec.gov. Copies of the documents filed with the SEC by Boxwood
can be obtained free of charge at
https://www.cstproxy.com/boxwoodmc/2019 or by directing a written
request to Boxwood Merger Corp., 8801 Calera Drive, Austin, Texas
78735 or by telephone at 512-575-3637.
Participants in the Solicitation
Boxwood and Atlas and their respective directors and executive
officers may be deemed participants in the solicitation of proxies
of Boxwood stockholders in connection with the business
combination. Information about such persons, including their names
and a description of their interests in Boxwood, Atlas and the
business combination, as applicable, are set forth in the proxy
statement for the proposed transaction. The proxy statement is
available free of charge at the SEC’s website at www.sec.gov, or by
directing a request to Boxwood, 8801 Calera Drive, Austin, Texas
78735 or by telephone at 512-575-3637.
Forward-Looking Statements
This communication includes certain statements that may
constitute “forward-looking statements” for purposes of the federal
securities laws. Forward-looking statements include, but are not
limited to, statements that refer to projections, forecasts or
other characterizations of future events or circumstances,
including any underlying assumptions. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intends,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements may include, for example, statements about: the parties’
ability to effect the business combination and Atlas’ ability to
effect the acquisition of Long Engineering; the benefits of the
business combination and the acquisition of Long Engineering; the
future financial performance of Boxwood and Atlas following the
transaction; and changes in Atlas’ strategy, future operations,
financial position, estimated revenues, and losses, projected
costs, prospects, plans and objectives of management. These
forward-looking statements are based on information available as of
the date of this press release, and current expectations, forecasts
and assumptions, and involve a number of judgments, risks and
uncertainties. Accordingly, forward-looking statements should not
be relied upon as representing the parties’ views as of any
subsequent date, and Boxwood and Atlas do not undertake any
obligation to update forward-looking statements to reflect events
or circumstances after the date they were made, whether as a result
of new information, future events or otherwise, except as may be
required under applicable securities laws. You should not place
undue reliance on these forward-looking statements. As a result of
a number of known and unknown risks and uncertainties, actual
results or performance may be materially different from those
expressed or implied by these forward-looking statements. Some
factors that could cause actual results to differ include, but are
not limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the unit
purchase agreement entered into in connection with the business
combination (the “transaction agreement”); (2) the outcome of any
legal proceedings that may be instituted against Boxwood or Atlas
following announcement of the proposed business transaction and
related transactions; (3) the inability to complete the
transactions contemplated by the transaction agreement due to the
failure to obtain approval of the stockholders of Boxwood or
satisfy other conditions to the closing of the business combination
and the inability to complete the transactions contemplated by the
agreement between Atlas and Long Engineering due to the failure to
satisfy the conditions to the closing of such transactions ; (4)
the ability to obtain or maintain the listing of Boxwood’s shares
of Class A common stock on Nasdaq following the business
combination; (5) the risk that the business combination disrupts
the parties’ current plans and operations as a result of the
announcement and consummation of the transactions described herein;
(6) the ability to recognize the anticipated benefits of the
business combination or the acquisition of Long Engineering, which
may be affected by, among other things, competition, the ability of
Boxwood, Atlas and Long Engineering to grow and manage growth
profitably, maintain relationships with customers and suppliers and
retain management and key employees; (7) costs related to the
business combination and the acquisition of Long Engineering; (8)
changes in applicable laws or regulations; (9) the possibility that
Boxwood, Atlas or Long Engineering may be adversely affected by
other economic, business, and/or competitive factors; and (10)
other risks and uncertainties indicated from time to time in the
proxy statement filed by Boxwood with the SEC in connection with
the business combination, including those under “Risk Factors”
therein, and other factors identified in Boxwood’s prior and future
filings with the SEC, available at www.sec.gov.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191120005905/en/
Investors Rodny Nacier, 512-851-1507 ir@oneatlas.com
Media Elyse Gentile, 646-677-1823 Elyse.Gentile@icrinc.com
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