Quanta Services to Acquire InfraSource Services in All-Stock Transaction
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o Complementary Capabilities and Expanded Geographic Presence Enable Enhanced Service Offerings in Rapidly Growing Markets
o Combined 2006 Revenues of Over $3.1 Billion and Adjusted EBITDA of Over $270 Million
o Exchange Ratio of 1.223 Shares of Quanta Stock for Each InfraSource Share
o Transaction Expected to be EPS Accretive to Quanta in 2008
HOUSTON, and MEDIA, Pa., March 19 -- Quanta Services, Inc. (NYSE:PWR) and InfraSource Services, Inc. (NYSE:IFS) today announced that they have signed a definitive merger agreement under which Quanta will acquire InfraSource in an all-stock transaction valued at $1.26 billion based on Quanta's closing stock price on March 16, 2007. The combination of Quanta and InfraSource will create a leading specialized contracting services company serving the electric power, natural gas, telecommunications and cable television industries. Empowered by a broad national footprint, flexible workforce, extensive equipment resources and innovative technologies, the combined company will partner with customers to meet the immediate and growing need for strategic infrastructure solutions.
Under the terms of the merger agreement, approved by both Boards of Directors, InfraSource stockholders will receive 1.223 shares of Quanta common stock for each outstanding common share of InfraSource they own at closing. This represents a per share value of $30.13, or a 17.4% premium over the closing price of InfraSource common stock on March 16, 2007. Upon closing, on a fully diluted basis, Quanta and InfraSource stockholders are expected to own approximately 75% and 25%, respectively, of the combined company. Based on 2006 results, the combined company would have revenues of over $3.1 billion and adjusted EBITDA of over $270 million. The transaction is expected to be accretive to Quanta's earnings per share in 2008.
"The addition of InfraSource's complementary businesses, strategic geographic footprint and talented employees will enhance Quanta's resources and expand our service portfolio. As a combined company, we will be well-positioned to serve all of our customers during a period of rapid growth and increased transmission and distribution spending," said John R. Colson, chairman and chief executive officer of Quanta. "We intend to leverage our combined workforce of more than 16,000 employees to provide expanded services to our customers in both planned and emergency situations."
Colson added, "We expect the combination to result in meaningful cost and operational synergy opportunities, including the integration of project and asset management functions, improved resource utilization, procurement and administrative cost savings, and enhanced cross-selling and marketing opportunities."
David R. Helwig, chairman and chief executive officer of InfraSource, commented, "This transaction represents a tremendous opportunity for our customers, stockholders and employees to share in the significant upside potential of a stronger combined business. Together, InfraSource and Quanta will create an industry-leading company with the scale and scope necessary to meet the growing infrastructure needs of energy and communications providers across North America."
The combined company will have the ability to provide customers expanded infrastructure service offerings from design and engineering, to installation and maintenance, to energized services and emergency restoration. Along with enhancing and complementing Quanta's electric power transmission and distribution capabilities, InfraSource brings strength in substation engineering and installation, gas distribution capabilities and dark fiber leasing to the combined company. In addition, Quanta's nationwide footprint will be strengthened, providing the company a broader platform from which to grow its services.
The combined company's additional resources and superior service portfolio also position it to take advantage of positive industry dynamics, which include electric utility companies' increased spending and outsourcing trends. In the power industry, the need to upgrade the nation's aging and congested transmission and distribution grid and the Energy Policy Act of 2005 are expected to continue to drive increased investment in infrastructure. Additionally, utilities continue to move toward outsourcing as a way to reduce costs while gaining superior service and improved flexibility. In the telecommunications industry, the convergence of voice, video and data is creating increased demand for fiber infrastructure to support the delivery of key next-generation services.
The transaction is expected to close in the third quarter of 2007 subject to stockholder and customary regulatory approvals. Quanta and InfraSource intend to file a joint proxy statement/prospectus with the Securities and Exchange Commission.
Credit Suisse Securities (USA) LLC is acting as financial advisor to Quanta, and Akin Gump Strauss Hauer and Feld, LLP is serving as its legal advisor. Citigroup Corporate and Investment Banking is acting as financial advisor to InfraSource and Ballard Spahr Andrews & Ingersoll, LLP is serving as its legal advisor.
The calculation of adjusted EBITDA, as used in this press release, can be viewed at the "Acquisition Announcement" section of Quanta's website at www.quantaservices.com/ and "Investors" section of the InfraSource website at infrasourceinc.com/
Conference Call and Webcast Information
Quanta and InfraSource have scheduled a conference call for today, March 19, at 9:00 a.m. Eastern Daylight Savings Time. To participate in the call, dial 866-425-6195 at least 10 minutes before the conference call begins and ask for the Quanta Services conference call. Investors, analysts and the general public also will have the opportunity to listen to the conference call over the Internet by visiting the companies' websites at www.quantaservices.com/ in the "Investor Center" section and infrasourceinc.com/ in the "Investors" section and a replay will be available on these websites for 30 days following the conference call. To listen to the call live on the web, please visit the Quanta Services or InfraSource Services website at least fifteen minutes early to register, download and install any necessary audio software. The materials presented during the webcast will be posted on the websites as referenced above.
About Quanta Services, Inc.
Quanta Services, Inc. (NYSE:PWR) is a leading provider of specialized contracting services, delivering end-to-end network solutions for the electric power, gas, telecommunications and cable television industries. The company's comprehensive services include designing, installing, repairing and maintaining network infrastructure nationwide.
About InfraSource Services, Inc.
InfraSource Services, Inc. (NYSE:IFS) is a specialty contractor servicing utility transmission and distribution infrastructure in the United States. InfraSource designs, builds and maintains transmission and distribution networks for utilities, power producers and industrial customers.
Source: InfraSource Services, Inc.
CONTACT:
James Haddox,
CFO, Quanta Services, Inc.,
+1-713-629-7600
Reba Reid,
Quanta Services, Inc.,
+1-713-629-7600
Press Contacts
Jim Barron or Brooke Morganstein,
Sard Verbinnen & Co.,
+1-212-687-8080
John Curran,
InfraSource Services, Inc.,
+1-610-480-8000
Mahmoud Siddig,
InfraSource Services, Inc.,
+1-212-889-4350
Web site:
http://infrasourceinc.com/
http://www.quantaservices.com/
