STAMFORD, Conn. and
HOUSTON, Dec. 1, 2020 /PRNewswire/ -- First Reserve
Fund XIV, L.P. ("First Reserve") announced today that its
affiliate, FR Utility Services Merger Sub, Inc. ("Purchaser"), has
commenced the previously announced cash tender offer for all of the
issued and outstanding shares of common stock of The Goldfield
Corporation (NYSE American: GV) ("Goldfield") at a price of
$7.00 per share, net to the seller in
cash without interest and less applicable withholding taxes. The
tender offer is being made pursuant to the merger agreement (the
"Merger Agreement") announced by First Reserve and Goldfield on
November 24, 2020, under which
Purchaser will acquire Goldfield in a transaction valued at
approximately $194 million. Purchaser
and its parent company, FR Utility Services, Inc. ("Parent"), are
wholly owned subsidiaries of First Reserve.
The $7.00 per share all-cash
tender offer represents a premium of approximately 57 percent to
the 30-day volume-weighted average price of $4.46 as of November 23,
2020, as well as a premium of approximately 64 percent over
Goldfield's closing share price on November
23, 2020, the last trading day before announcement of the
Merger Agreement, and is being made pursuant to an Offer to
Purchase, dated December 1, 2020.
A tender offer statement on Schedule TO that includes the Offer
to Purchase and related Letter of Transmittal that set forth the
terms and conditions of the tender offer will be filed today with
the U.S. Securities and Exchange Commission (the "SEC") by
Purchaser. Additionally, Goldfield will file a
solicitation/recommendation statement on Schedule 14D-9 that
includes the recommendation of Goldfield's board of directors that
Goldfield stockholders tender their shares in the tender offer.
The tender offer will expire on December
29, 2020, at 11:59 P.M.,
New York City time, unless the
tender offer is extended in accordance with the terms of the Merger
Agreement and the applicable rules and regulations of the SEC. The
completion of the tender offer is conditioned upon, among other
things, Goldfield's stockholders tendering at least a majority of
Goldfield's outstanding shares, expiration or termination of any
waiting period under the Hart-Scott-Rodino Antitrust Improvement
Act of 1976 and other customary closing conditions.
If, as a result of the tender offer, the Purchaser holds shares
that represent at least one share more than 50% of all the issued
and outstanding shares of Goldfield's common stock, and subject to
the satisfaction or waiver of the remaining conditions set forth in
the Merger Agreement, the Purchaser will, as soon as is
practicable, merge with and into Goldfield, with Goldfield
continuing as the surviving corporation and as a wholly owned
subsidiary of Parent, under Section 251(h) of the Delaware General
Corporation Law, without prior notice to, or any action by, any
other stockholder of Goldfield. Upon completion of the transaction
Goldfield will cease to be a publicly traded company.
Innisfree M&A Incorporated is acting as information agent
for Parent in the tender offer. American Stock Transfer & Trust
Company, LLC is acting as depositary and paying agent in the tender
offer. Requests for documents and questions regarding the tender
offer may be directed to Innisfree M&A Incorporated by
telephone at (877) 717-3930 or banks and brokers may call (212)
750-5833.
About First Reserve
First Reserve is a leading global private equity investment firm
exclusively focused on energy, including related industrial
markets. With over 35 years of industry insight, investment
expertise and operational excellence, the Firm has cultivated an
enduring network of global relationships and raised more than
$32 billion of aggregate capital
since inception. First Reserve has completed approximately 700
transactions (including platform investments and add-on
acquisitions), creating several notable energy companies throughout
the Firm's history. Its portfolio companies have operated on six
continents, spanning the energy spectrum from upstream oil and gas
to midstream and downstream, including resources, equipment and
services, and associated infrastructure. Please visit
www.firstreserve.com for further information.
Forward-Looking Statements
Any forward-looking statements, including, but not limited
to, statements regarding the proposed transaction between First
Reserve and Goldfield, the expected timetable for completing the
transaction, strategic and other potential benefits of the
transaction, and other statements about First Reserve or Goldfield
managements' future expectations, beliefs, goals, plans or
prospects, are subject to risks and uncertainties such as those
described in Goldfield's periodic reports on file with the SEC.
These statements speak only as of the date of this press release
and are based on First Reserve's and Goldfield's current plans and
expectations and involve risks and uncertainties that could cause
actual future events or results to be different from those
described in or implied by such forward-looking statements,
including risks and uncertainties regarding: changes in financial
markets; changes in economic, political or regulatory conditions;
and changes in facts and circumstances and other uncertainties
concerning the proposed transaction. Further information about
these matters can be found in Goldfield's SEC filings. First
Reserve and Goldfield caution investors not to place considerable
reliance on the forward-looking statements contained in this press
release. Except as required by applicable law or regulation, First
Reserve and Goldfield do not undertake any obligation to update or
revise any of their forward-looking statements to reflect future
events or circumstances.
Important additional information will be filed with the
SEC
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities, nor is it a substitute
for the tender offer materials that Purchaser will file with the
SEC upon commencement of the tender offer. This communication is
for informational purposes only. The tender offer transaction
commenced by affiliates of First Reserve is being made pursuant to
a tender offer statement on Schedule TO (including the Offer to
Purchase, a related Letter of Transmittal and other offer
materials) to be filed by such affiliates of First Reserve with the
SEC. In addition, Goldfield will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC related to the tender
offer. Prior to making any decision regarding the tender offer,
Goldfield stockholders are strongly advised to read the Schedule TO
(including the Offer to Purchase, a related Letter of Transmittal
and other offer materials) and the related
Solicitation/Recommendation Statement on Schedule 14D-9, AS THEY
MAY BE AMENDED FROM TIME TO TIME, when they become available.
Goldfield stockholders will be able to obtain the Schedule TO
(including the Offer to Purchase, a related Letter of Transmittal
and other offer materials) and the related
Solicitation/Recommendation Statement on Schedule 14D-9 at no
charge on the SEC's website at www.sec.gov. In addition, the
Schedule TO (including the Offer to Purchase, a related Letter of
Transmittal and other offer materials) and the related
Solicitation/Recommendation Statement on Schedule 14D-9 may be
obtained free of charge from Innisfree M&A Incorporated, 501
Madison Avenue, 20th Floor, New York, New York 10022, Telephone Number
(877) 717-3930 or banks and brokers may call (212) 750-5833, the
information agent for the tender offer.
Media Contact:
First Reserve
Media:
Jonathan Keehner / Julie Oakes
Joele Frank, Wilkinson Brimmer
Katcher
212.355.4449
joakes@joelefrank.com
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SOURCE First Reserve