THE QUANTA SERVICES, INC. AND INFRASOURCE SERVICES, INC. JOINT PRESS RELEASE
Published on September 6, 2007
Exhibit
99.1
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PRESS RELEASE |
FOR IMMEDIATE RELEASE
07-14
07-14
Contacts:
|
James F. Haddox, CFO | Ken Dennard / ksdennard@drg-e.com | ||
Reba Reid | Kip Rupp / krupp@drg-e.com | |||
713-629-7600 | DRG&E | |||
713-529-6600 |
QUANTA SERVICES, INC. ACQUIRES INFRASOURCE SERVICES, INC.
IN ALL-STOCK TRANSACTION
IN ALL-STOCK TRANSACTION
Ø InfraSource Stockholders Approve Merger Agreement
Ø Quanta Stockholders Approve Issuance of Shares of Quanta Common Stock
HOUSTON, Texas and MEDIA, Pa. Aug. 30, 2007 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 InfraSources total outstanding shares, or approximately 81.6 percent, voted. Of the shares voted, 99.9 percent voted for the approval of the transaction.
33 million of InfraSources 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 Quantas 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.
more
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 companys 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.
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 companys 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 Quantas and InfraSources 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 Quantas and InfraSources 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 Quantas and InfraSources 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 Quantas and InfraSources
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 SECs
website at http://www.sec.gov and through Quantas and InfraSources websites at
www.quantaservices.com and 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.
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