HOUSTON, Oct. 22, 2019 /PRNewswire/ -- C&J Energy
Services, Inc. ("C&J") (NYSE: CJ) and Keane Group, Inc.
("Keane") (NYSE: FRAC) today announced that the shareholders of
both companies approved all of the proposals necessary for the
closing of the previously announced all-stock merger of equals
between Keane and C&J. The merger of equals is anticipated to
close on October 31, 2019, following
the satisfaction of other customary closing conditions.
At the special meeting of C&J shareholders held today in
Houston, Texas, C&J
shareholders voted to approve the pending transaction with Keane.
Approximately 83% of the outstanding shares of C&J common stock
voted at the C&J special meeting, with more than 99% of the
votes cast in favor of adoption of the merger agreement.
At the special meeting of Keane shareholders held today in
Houston, Texas, Keane shareholders
voted to approve the pending transaction with C&J.
Approximately 90% of the outstanding shares of Keane common stock
voted at the Keane special meeting, with more than 99% of the votes
cast in favor of approving the issuance of Keane common stock to
current C&J stockholders pursuant to the merger agreement.
Upon the closing of the merger, C&J and Keane will create a
new leading well completion and production services company to be
called NexTier Oilfield Solutions Inc. NexTier Oilfield Solutions'
common stock will trade on the New York Stock Exchange under the
ticker symbol "NEX".
"We are pleased that shareholders voted in favor of this
combination, which creates an industry-leading, diversified
oilfield services provider," said Robert
Drummond, the designated Chief Executive Officer of NexTier
Oilfield Solutions Inc. "Today's approvals represent a key
milestone in completing the transaction and clearly support our
view that this merger of equals will provide many strategic and
financial benefits, with our increased scale and density across
services and geographies and a prominent presence in the most
active U.S. basins."
"We appreciate the strong support we have received from
shareholders for the transaction," said Don Gawick, President and
Chief Executive Officer of C&J. "In forming a leading U.S. well
completions and production services company with Keane, we look
forward to continuing our work together to realize the value this
combination can bring to our employees, shareholders, customers,
suppliers, and the communities in which we operate."
C&J and Keane will each file the final vote results for
their respective special meetings on a Form 8-K with the U.S.
Securities and Exchange Commission.
About C&J Energy Services, Inc.
C&J Energy Services, Inc. is a leading provider of well
construction and intervention, well completion, well support and
other complementary oilfield services and technologies to
independent and major oilfield companies engaged in the
exploration, production and development of oil and gas properties
in onshore basins throughout the continental United States. C&J offers a diverse,
integrated suite of services across the life cycle of the well,
including hydraulic fracturing, cased-hole wireline and pumpdown,
cementing, coiled tubing, rig services, fluid management, other
completions logistics, and specialty well site support services.
C&J is headquartered in Houston,
Texas and operates across all active onshore basins in the
continental United States. For
additional information about C&J, please visit
https://cjenergy.com.
About Keane Group, Inc.
Headquartered in Houston,
Texas, Keane is one of the largest pure-play providers of
integrated well completion services in the U.S., with a focus on
complex, technically demanding completion solutions. Keane's
primary service offerings include horizontal and vertical
fracturing, wireline perforation and logging, engineered solutions
and cementing, as well as other value-added service offerings.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that are subject to risks and uncertainties and are made pursuant
to the safe harbor provisions of Section 27A of the Securities Act
of 1993, as amended and Section 21E of the Securities Exchange Act
of 1934, as amended. Where a forward-looking statement expresses or
implies an expectation or belief as to future events or results,
such expectation or belief is expressed in good faith and believed
to have a reasonable basis. The words "believe" "continue,"
"could," "expect," "anticipate," "intends," "estimate," "forecast,"
"project," "should," "may," "will," "would" or the negative thereof
and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements are
only predictions and involve known and unknown risks and
uncertainties, many of which are beyond Keane's and C&J's
control. Statements in this communication regarding Keane, C&J
and the combined company that are forward-looking, including
projections as to the anticipated benefits of the proposed
transaction, the impact of the proposed transaction on Keane's and
C&J's business and future financial and operating results, the
amount and timing of synergies from the proposed transaction, and
the closing date for the proposed transaction, are based on
management's estimates, assumptions and projections, and are
subject to significant uncertainties and other factors, many of
which are beyond Keane's and C&J's control. These factors and
risks include, but are not limited to, (i) the competitive nature
of the industry in which Keane and C&J conduct their business,
including pricing pressures; (ii) the ability to meet rapid demand
shifts; (iii) the impact of pipeline capacity constraints and
adverse weather conditions in oil or gas producing regions; (iv)
the ability to obtain or renew customer contracts and changes in
customer requirements in the markets Keane and C&J serve; (v)
the ability to identify, effect and integrate acquisitions, joint
ventures or other transactions; (vi) the ability to protect and
enforce intellectual property rights; (vii) the effect of
environmental and other governmental regulations on Keane's and
C&J's operations; (viii) the effect of a loss of, or
interruption in operations of, one or more key suppliers, including
resulting from product defects, recalls or suspensions; (ix) the
variability of crude oil and natural gas commodity prices; (x) the
market price and availability of materials or equipment; (xi) the
ability to obtain permits, approvals and authorizations from
governmental and third parties; (xii) Keane's and C&J's ability
to employ a sufficient number of skilled and qualified workers to
combat the operating hazards inherent in Keane's and C&J's
industry; (xiii) fluctuations in the market price of Keane's and
C&J's stock; (xiv) the level of, and obligations associated
with, Keane's and C&J's indebtedness; and (xv) other risk
factors and additional information. In addition, material risks
that could cause actual results to differ from forward-looking
statements include: the inherent uncertainty associated with
financial or other projections; the prompt and effective
integration of C&J's businesses and the ability to achieve the
anticipated synergies and value-creation contemplated by the
proposed transaction; the risk associated with Keane's and
C&J's ability to obtain the approval of the proposed
transaction by their shareholders required to consummate the
proposed transaction and the timing of the closing of the proposed
transaction, including the risk that the conditions to the
transaction are not satisfied on a timely basis or at all and the
failure of the transaction to close for any other reason; the risk
that a consent or authorization that may be required for the
proposed transaction is not obtained or is obtained subject to
conditions that are not anticipated; unanticipated difficulties or
expenditures relating to the transaction, the response of business
partners and retention as a result of the announcement and pendency
of the transaction; and the diversion of management time on
transaction-related issues. For a more detailed discussion of such
risks and other factors, see Keane's and C&J's filings with the
Securities and Exchange Commission (the "SEC"), including under the
heading "Risk Factors" in Item 1A of Keane's Annual Reports on Form
10-K and Form 10-K/A for the fiscal year ended December 31, 2018, filed on February 27, 2019 and August 19, 2019, respectively, and C&J's
Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed on February 27, 2019 and in other periodic filings,
available on the SEC website or www.keanegrp.com or
www.cjenergy.com. Keane and C&J assume no obligation to update
any forward-looking statements or information, which speak as of
their respective dates, to reflect events or circumstances after
the date of this communication, or to reflect the occurrence of
unanticipated events, except as may be required under applicable
securities laws. Investors should not assume that any lack of
update to a previously issued "forward-looking statement"
constitutes a reaffirmation of that statement.
Contacts
Keane Investor Contact
Greg
Powell
President & CFO
investors@keanegrp.com
Marc Silverberg
Managing Director (ICR)
marc.silverberg@icrinc.com
C&J Investor Contact
Jan Kees "JK" van Gaalen
Chief Financial Officer
investors@cjenergy.com
Daniel Jenkins
VP – Investor Relations
investors@cjenergy.com
Media
Sharon Stern /
Ed Trissel
Joele Frank, Wilkinson Brimmer
Katcher
+1 212 355 4449
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SOURCE C&J Energy Services; Keane Group, Inc.
