MELBOURNE, Fla. and
STAMFORD, Conn., Dec. 30, 2020 /PRNewswire/ -- The Goldfield
Corporation ("Goldfield" or the "Company") (NYSE American:
GV) and First Reserve announced today the successful
completion of the previously announced cash tender offer launched
by its affiliates, FR Utility Services, Inc. ("Parent") and FR
Utility Services Merger Sub, Inc. ("Purchaser") for all of the
issued and outstanding shares of common stock of Goldfield at a
price of $7.00 per share, net to the
seller in cash without interest and less any applicable withholding
taxes.
The tender offer expired at 11:59
P.M., New York City time,
on December 29, 2020. As of the
expiration of the tender offer, a total of 18,106,069 shares of
common stock of Goldfield representing 73.83% of the issued and
outstanding shares of Goldfield, were tendered into and not
withdrawn from the tender offer. In addition, 1,260,410 shares of
common stock of Goldfield have been tendered by guaranteed
delivery, representing approximately 5.14% of the then issued and
outstanding shares of Goldfield.
All conditions to the tender offer have been satisfied or waived
and Purchaser accepted for payment, and expects to promptly pay
for, all shares validly tendered into and not withdrawn from the
tender offer in accordance with the terms of the tender offer.
As a result of its acceptance of the shares tendered in the
tender offer, Purchaser has acquired a sufficient number of shares
of Goldfield's common stock to close the merger of Purchaser with
and into Goldfield without the affirmative vote of Goldfield's
other stockholders pursuant to Section 251(h) of the Delaware
General Corporation Law. In connection with the merger, the
remaining outstanding shares will be converted to the right to
receive $7.00 per share in cash,
being the same price paid in the tender offer. The parties
anticipate that they will complete the merger today. Upon
completion of the merger, Goldfield will become a wholly owned
subsidiary of Parent and Goldfield's common stock will cease
trading on the NYSE American.
About Goldfield
Goldfield is a leading provider of electrical transmission and
distribution maintenance services for utility infrastructure,
primarily serving the Southeast, mid-Atlantic and Southwest regions
of the United States. For more
information about the Company, please visit the Company's website
at http://www.goldfieldcorp.com.
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
U.S. Securities and Exchange Commission ("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 Contacts:
The Goldfield Corporation
Kristine Walczak
T: 312-898-3072
kwalczak@effectivecorpcom.com
First Reserve
Jonathan Keehner / Julie Oakes
Joele Frank, Wilkinson Brimmer
Katcher
T: 212-355-4449
joakes@joelefrank.com
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SOURCE First Reserve