Quanta Services, Inc. Acquires InfraSource Services, Inc. in All-Stock Transaction
August 30 2007 - 2:04PM
PR Newswire (US)
- InfraSource Stockholders Approve Merger Agreement HOUSTON and
MEDIA, Pa., Aug. 30 /PRNewswire-FirstCall/ -- Quanta Services, Inc.
(NYSE:PWR) today announced the closing of the acquisition of
InfraSource Services, Inc. (NYSE:IFS) through an all-stock merger.
As a result of the merger, InfraSource became a wholly owned
subsidiary of Quanta. The acquisition provides Quanta with expanded
tools and resources to build the infrastructure required to meet
the growing demand for electric power, gas and telecommunications
services. "Our strategy remains clear: deliver value to our
stockholders; quality infrastructure services to our customers; and
growth opportunities for our employees," said John R. Colson,
chairman and chief executive officer. "This acquisition enhances
our engineering, distribution and transmission capabilities,
substation construction services, gas distribution capabilities and
industrial service offerings and adds a unique dark fiber leasing
business. With a skilled, mobile workforce of 16,000 employees, the
largest equipment fleet in the industry, innovative technologies
and proprietary methodologies, we are better positioned to meet the
growing demands of our customers." InfraSource announced that its
stockholders approved the previously announced agreement and plan
of merger, dated March 18, 2007, among Quanta, Quanta MS
Acquisition, Inc., a wholly owned subsidiary of Quanta, and
InfraSource at a special meeting of stockholders held today in
Philadelphia. Under the terms of the merger agreement, InfraSource
stockholders will receive total consideration equal to 1.223 shares
of Quanta common stock for each outstanding share of InfraSource
common stock. Approximately 33 million of InfraSource's total
outstanding shares, or approximately 81.6 percent, voted. Of the
shares voted, 99.9 percent voted for the approval of the
transaction. Quanta announced that at a special meeting of the
Quanta stockholders held today in Houston, its stockholders
approved the issuance of the additional shares of Quanta common
stock that will be issued to InfraSource stockholders pursuant to
the merger agreement referenced above. Approximately 100 million of
Quanta's total outstanding shares, or approximately 84.1 percent,
voted. Of the shares voted, 99.8 percent voted for the approval of
the issuance of shares. "Our existing board is further strengthened
by the addition of three former InfraSource directors," said
Colson. "We welcome David R. Helwig, Frederick W. Buckman and J.
Michal Conaway, who each bring industry experience and business
insight to their new positions on the Quanta board." In connection
with the merger, Quanta will issue approximately 50.2 million
shares of common stock to the stockholders of InfraSource as
consideration for the acquisition, which represents approximately
25 percent of the outstanding shares of Quanta common stock, on a
fully diluted basis, following the merger. InfraSource stock will
cease trading at the close of business today. About Quanta
Services, Inc. Quanta Services (NYSE:PWR) is a leading specialized
contracting services company, delivering infrastructure network
solutions for the electric power, natural gas, telecommunications
and cable television industries. The company's comprehensive
services include engineering, designing, installing, repairing and
maintaining network infrastructure nationwide. With operations in
all 50 states and Canada, Quanta has the manpower, resources and
expertise to complete projects that are local, regional, national
or even international in scope. FORWARD-LOOKING STATEMENTS
Statements about Quanta's and InfraSource's outlook and all other
statements in this release other than historical facts are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements rely on a number of assumptions concerning future events
and are subject to a number of uncertainties and factors, many of
which are outside Quanta's and InfraSource's control, which could
cause actual results to differ materially from such statements.
Forward-looking information includes, but is not limited to,
statements regarding the new combined company, including Quanta's
and InfraSource's expected combined financial and operating
results. There are a number of risks and uncertainties that could
cause results to differ materially from those indicated by such
forward-looking statements, including the failure to effectively
integrate the combined operations and realize anticipated savings
and synergies; and the potential adverse effect of other economic,
business, and/or competitive factors on the combined companies.
These forward-looking statements are also affected by the risk
factors, forward-looking statements and challenges and
uncertainties described in the joint proxy statement/prospectus
filed by Quanta and InfraSource and Quanta's and InfraSource's
respective Form 10-K reports for the fiscal year ended December 31,
2006 and any other filings with the Securities and Exchange
Commission (SEC), which are available free of charge on the SEC's
website at http://www.sec.gov/ and through Quanta's and
InfraSource's websites at http://www.quantaservices.com/ and
http://www.infrasourceinc.com/. Quanta and InfraSource expressly
disclaim any intention or obligation to revise or update any
forward-looking statements whether as a result of new information,
future events, or otherwise. Contacts: James F. Haddox, CFO Ken
Dennard / Reba Reid Kip Rupp / 713-629-7600 DRG&E 713-529-6600
DATASOURCE: Quanta Services, Inc. CONTACT: James F. Haddox, CFO, or
Reba Reid, both of Quanta Services, Inc., +1-713-629-7600; or Ken
Dennard, , or Kip Rupp, , both of DRG&E, +1-713-529-6600, for
Quanta Services, Inc. Web site: http://www.quantaservices.com/
http://www.infrasourceinc.com/
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