HOUSTON, Oct. 2, 2019 /PRNewswire/ -- C&J Energy
Services ("C&J") (NYSE: CJ) and Keane Group, Inc. ("Keane")
(NYSE: FRAC) today announced the future executive leadership team
of the combined company effective upon completing their pending
merger of equals.
"This announcement is another important step forward in merging
our highly complementary businesses to create one of the largest
U.S. well completion services companies," said Robert Drummond, the designated Chief Executive
Officer of the combined company. "This executive leadership team
reflects the strengths of both Keane and C&J and possesses the
qualities, skills and experience that will help drive our
successful future together. As individuals, each executive has
exemplary industry expertise, and collectively, they will form the
most capable team in oilfield services as we join our resources,
talents and strengths to deliver the highest level of customer
service and generate leading long-term value for shareholders."
The previously announced leadership appointments are:
- Patrick Murray, Chair of the
Board of Directors;
- Robert Drummond, President,
Chief Executive Officer and Director;
- Jan Kees van Gaalen, Executive
Vice President and Chief Financial Officer; and
- Gregory Powell, Executive Vice
President and Chief Integration Officer.
Following are the operational leaders, reporting to Mr.
Drummond:
- Billy Driver, Senior Vice
President, Product Lines: management of the Hydraulic Fracturing,
Integrated Wireline, Wireline & Pumpdown, Cementing and Coiled
Tubing product lines.
- Ian Henkes, Senior Vice
President, Operations: management of regional field operations for
the Hydraulic Fracturing, Integrated Wireline, Wireline &
Pumpdown, Cementing and Coiled Tubing product lines.
- Jack Renshaw, Senior Vice
President, Well Services: management of the Well Services product
lines.
In addition to Mr. van Gaalen and Mr. Powell, following are the
corporate and functional leaders, reporting to Mr. Drummond:
- Ed Keppler, Senior Vice
President, Operations & Shared Services: management of
Maintenance, Quality and HSE (Health, Safety & Environment) and
Supply Chain.
- Ted Lafferty, Senior Vice
President and Chief Technology Officer: management of technology
solutions, manufacturing and business initiatives (digital, surface
and downhole technologies).
- Kevin McDonald, Executive
Vice President, Chief Administrative Officer and General Counsel:
management of corporate governance, legal matters, compliance,
human resources, risk management, corporate communications, and
serve as corporate secretary.
- Richard Vaclavik, Senior
Vice President and Chief Commercial Officer: management of sales,
marketing and customer engagement.
Mr. Driver, Mr. Keppler and Mr. Renshaw are currently executives
of C&J; Mr. McDonald, Mr. Henkes, Mr. Lafferty and Mr. Vaclavik
are currently executives of Keane.
As previously announced on June 17,
2019, Keane and C&J have entered into a definitive
agreement to combine the companies in an all-stock merger of
equals. The merger of equals will create a leading well completion
and production services company in the U.S., with increased scale
and density across services and geographies with a prominent
presence in the most active U.S. basins. Both C&J and Keane
share a commitment to safety and integrity, employee development,
partnerships with top-tier customers, technological innovation, and
strong community relationships, all of which will be reflected in
the operations of the combined company.
The merger of equals remains on target to close in the
fourth quarter of 2019, following C&J and Keane shareholder
approval and receipt of other customary closing conditions.
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.
About C&J Energy Services
C&J Energy Services 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.
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.
Important Additional Information Regarding the Merger of
Equals Filed With the SEC
In connection with the proposed merger, Keane has filed a
registration statement on Form S-4 that includes a joint proxy
statement of Keane and C&J that also constitutes a prospectus
of Keane with the SEC. Each of Keane and C&J have also filed
other relevant documents with the SEC regarding the proposed
transaction. No offering of securities shall be made, except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended. INVESTORS AND STOCKHOLDERS ARE
URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. Investors and stockholders
may obtain free copies of these documents and other documents
containing important information about Keane and C&J through
the website maintained by the SEC at http://www.sec.gov. Copies of
the documents filed with the SEC by Keane are available free of
charge on Keane's website at http://www.keanegrp.com or by
contacting Keane's Investor Relations Department by email at
investors@keanegrp.com or by phone at 281-929-0370. Copies of the
documents filed with the SEC by C&J are available free of
charge on C&J's website at www.cjenergy.com or by contacting
C&J's Investor Relations Department by email at
investors@cjenergy.com or by phone at 713-325-6000.
Participants in the Solicitation
C&J, Keane and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information about the directors and executive officers of C&J
is set forth in its proxy statement for its 2019 annual meeting of
shareholders, which was filed with the SEC on April 9, 2019, and C&J's Annual Report on
Form 10-K for the fiscal year ended December
31, 2018, which was filed with the SEC on February 27, 2019. Information about the
directors and executive officers of Keane is set forth in Keane's
proxy statement for its 2019 annual meeting of shareholders, which
was filed with the SEC on April 1,
2019, and 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. Other information regarding the participants in the
proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the
joint proxy statement/prospectus and other relevant materials filed
with the SEC regarding the proposed merger. Investors should read
the joint proxy statement/prospectus carefully when it becomes
available before making any voting or investment decisions. You may
obtain free copies of these documents from C&J or Keane using
the sources indicated above.
No Offer or Solicitation
This document is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote in any jurisdiction pursuant to the
proposed transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. Subject to certain exceptions to
be approved by the relevant regulators or certain facts to be
ascertained, the public offer will not be made directly or
indirectly, in or into any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction, or by use
of the mails or by any means or instrumentality (including without
limitation, facsimile transmission, telephone and the internet) of
interstate or foreign commerce, or any facility of a national
securities exchange, of any such jurisdiction.
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.
