STAMFORD, Conn. and
HOUSTON, Dec. 22, 2020 /PRNewswire/ -- First Reserve Fund
XIV, L.P. ("First Reserve") announced today that its affiliates, FR
Utility Services, Inc. ("Parent") and FR Utility Services Merger
Sub, Inc. ("Merger Sub") have waived the "Inside Date Condition"
described in the Offer to Purchase, as amended, in connection with
the previously announced all-cash tender offer for $7.00 per share for all of the issued and
outstanding shares of common stock of The Goldfield Corporation
(NYSE American: GV). All other terms and conditions of the tender
offer remain unchanged.
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 announced by First Reserve and Goldfield on November 24, 2020 and the applicable rules and
regulations of the U.S. Securities and Exchange Commission (the
"SEC").
Innisfree M&A Incorporated is acting as information agent
for Parent and Merger Sub 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 Purchaser filed 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) filed by
such affiliates of First Reserve with the SEC. In addition,
Goldfield has filed 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.
Goldfield stockholders are 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