Filed by Layne Christensen Company
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Layne Christensen Company
Commission File No.: 001-34195
THURSDAY, MAY 10TH, 2018
This is an exciting time for our companies and our goal throughout this integration is to keep you as up to date as possible on changes that matter most to you. If you have a question or topic that you would like to see addressed in future updates, please email firstname.lastname@example.org or email@example.com.
Will there be changes to the brands at Layne?
Yes, in order to connect the Granite family of brands together, aspects of the Layne logo, the Inliner logo, as well as other logos that fall under the overall Layne umbrella of companies are expected to change. In most cases, the logo itself will be preserved but the colors will be altered for consistency and continuity with Granite. We recognize there is significant value in the brands at Layne, particularly in certain industries and markets, and that value is being factored into all branding decisions.
New logos will be shared with employees prior to close and all associated brand guidelines shortly thereafter. Changes to existing materials and equipment will take place over time to reduce cost and impact to the business. For more information, please contact Michelle.Conery@gcinc.com.
What impact will the transaction have on Laynes union contracts?
We do not anticipate changes to Laynes current Labor Agreements.
When is the transaction expected to close?
The transaction is expected to close by the end of the second quarter.
How will the transaction affect Laynes fiscal calendar?
Layne will immediately, upon close, adopt the same calendar fiscal year as Granite. This means the second quarter will end as of June 30 and year end as of December 31. For more information, please contact Darren.Beevor@gcinc.com or Jami.Phillips@Layne.com.
What is the proposed timing for the Enterprise Resource Planning (ERP-E1) integration?
Full ERP integration will occur in the second calendar quarter of 2019. In the interim, there will be no changes to Laynes current version of E1. In order to achieve the Q2 2019 integration date, the Cutover Integration Management Office (IMO) Team will work closely with Granite and Layne over the next three months to create an executable and phased integration plan by the beginning of August 2018. Please direct questions related to the ERP integration to cutover- firstname.lastname@example.org.
Where can I view past Integration Updates?
Prior Integration Updates have been posted to the Layne Business Center (LBC). Follow this link or access via the link on the Home Page titled Integration Updates.
Layne is a global water management, infrastructure services and drilling company, providing responsible solutions to the world of essential natural resourceswater, minerals and energy. We offer innovative, sustainable products and services with an enduring commitment to safety, excellence and integrity.
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 but not limited to: the consummation of the proposed merger; the expected benefits of the integration of the two companies; the filing of a definitive proxy statement with the SEC and the timing and content thereof; 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 or the price of Laynes or Granites common stock prior to the proposed merger, or Granites common stock following the proposed 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: failure to obtain applicable regulatory or shareholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed merger; 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 Laynes 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 Laynes businesses; the potential impact of announcement or 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 Laynes and Granites 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 companys other filings made with the SEC available at the SECs 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.
Additional Information and Where to Find It
Granite has filed with the SEC a Registration Statement on Form S-4, which includes a prospectus with respect to Granites shares of common stock to be issued in the proposed merger and a proxy statement of Layne in connection with the proposed merger between Granite and Layne (the Proxy Statement/Prospectus). The Proxy Statement/Prospectus will be sent or given to the stockholders of Layne and will contain important information about the proposed merger and related matters. LAYNES SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The Proxy Statement/Prospectus and other relevant materials (when they become available) and any other documents filed by the Company or Layne with the SEC may be obtained free of charge at the SECs website at www.sec.gov. In addition, security holders will be able to obtain
copies of the Proxy Statement/Prospectus free of charge from Layne or Granite by contacting either (1) Investor Relations by mail at Layne Christensen Company, 1800 Hughes Landing Boulevard, Ste 800, The Woodlands, Texas 77380, Attn: Investor Relations Department, by telephone at 281-475-2600, or by going to Laynes Investor Relations page on its corporate website at www.layne.com or (2) Investor Relations by mail at Granite Construction Incorporated, 585 West Beach Street, Watsonville, California 95076, Attn: Investor Relations Department, by telephone at 831-724-1011, or by going to the Companys Investors page on its corporate website at www.graniteconstruction.com.
No Offer or Solicitation
The information in this document is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. 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.
Participants in the Solicitation
Layne and Granite and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Laynes stockholders in connection with the proposed merger and may have direct or indirect interests in the proposed merger. Information about Laynes directors and executive officers is set forth in the Companys Annual Report on Form 10-K for the fiscal year ended January 31, 2018, which was filed with the SEC on April 10, 2018, as amended by the Companys Annual Report on Form 10-K/A, which was filed with the SEC on April 20, 2018. These documents are available free of charge at the SECs website at www.sec.gov, and from Layne by contacting Investor Relations by mail at Layne Christensen Company, 1800 Hughes Landing Boulevard, Ste 800, The Woodlands, Texas 77380, Attn: Investor Relations Department, by telephone at 281-475-2600, or by going to Laynes Investor Relations page on its corporate website at www.layne.com. Information about Granites directors and executive officers is set forth in Granites Proxy Statement on Schedule 14A for its 2018 Annual Meeting of Stockholders, which was filed with the SEC on April 13, 2018, and its Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on February 16, 2018. These documents are available free of charge at the SECs website at www.sec.gov, and from Granite by contacting Investor Relations by mail at Granite Construction Incorporated, 585 West Beach Street, Watsonville, California 95076, Attn: Investor Relations Department, by telephone at 831-724-1011, or by going to Granites Investors page on its corporate website at www.graniteconstruction.com. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed merger will be included in the Proxy Statement/Prospectus and amendments thereto that Granite will file with the SEC.