Team and Furmanite Announce Approval of Merger by Stockholders of Both Companies
10 March 2016 - 11:46AM
Team, Inc. (NYSE:TISI) ("Team") and Furmanite Corporation
(NYSE:FRM) ("Furmanite") today announced that stockholders of each
of Team and Furmanite overwhelmingly approved their respective
merger proposals related to the proposed combination of Furmanite
and Team at their respective special meetings held earlier today.
More than 96% of the shares voting at the Furmanite special
meeting voted in favor of the merger, and more than 99% of the
shares voting at the Team special meeting voted in favor of the
proposal to issue shares of Team common stock to Furmanite
stockholders in connection with the merger.
Upon the consummation of the merger, Furmanite stockholders will
have the right to receive 0.215 shares of Team common stock for
each share of Furmanite common stock, with cash paid in lieu of
fractional shares.
Team and Furmanite expect the closing of the transaction to
occur promptly, subject to the satisfaction of all conditions.
About Team, Inc.
Headquartered near Houston, Texas, Team Inc. is a leading
provider of specialty industrial services, including inspection and
assessment, required in maintaining and installing high-temperature
and high-pressure piping systems and vessels that are utilized
extensively in the refining, petrochemical, power, pipeline and
other heavy industries. Team offers these services in over 125
locations throughout the world. Team's common stock is traded on
the New York Stock Exchange under the ticker symbol "TISI".
About Furmanite Corporation
Furmanite Corporation (NYSE:FRM), founded in 1920, is one of the
world's largest specialty industrial services companies, providing
world class solutions to customer needs through more than 80
offices on six continents. Furmanite delivers a wide portfolio of
inspection and mechanical services which help monitor, maintain and
renew the global energy, industrial and municipal infrastructures.
World Headquarters and Global Support Operations are located in
Houston, Texas; Rotterdam, Netherlands; Kendal, United Kingdom and
Melbourne, Australia. For more information, visit
www.furmanite.com.
Forward Looking Statements
This document contains forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Statements identified by words such
as "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates," "targets," "projects," "creates" or words of
similar meaning generally are intended to identify forward-looking
statements. These statements are based upon the current beliefs and
expectations of Team's and Furmanite's management and are
inherently subject to significant business, economic and
competitive risks and uncertainties, many of which are beyond their
respective control.
These forward-looking statements are subject to a number of
factors, assumptions, risks and uncertainties which could cause
Team's, Furmanite's or the combined company's actual results and
experience to differ from the anticipated results and expectations
expressed in such forward-looking statements, and such differences
may be material. In addition, these forward-looking
statements are subject to assumptions with respect to future
business strategies and decisions that are subject to change.
These factors, assumptions, risks and uncertainties include, but
are not limited to: (1) conditions to the closing of the merger may
not be satisfied, on the expected timeline or at all; (2) the
transaction may involve unexpected costs, liabilities or delays;
(3) the businesses of Team and Furmanite may not be integrated
successfully or the integration may be more difficult,
time-consuming or costly than expected; (4) the expected growth
opportunities, cost savings or other benefits from the transaction
may not be fully realized or may take longer to realize than
expected; (5) revenues following the transaction may be lower than
expected as a result of losses of customers or other reasons; (6)
operating costs, customer loss and business disruption following
the transaction, including difficulties in maintaining
relationships with employees, may be greater than expected; (7)
reputational risks and the reaction of the companies' customers to
the transaction; (8) diversion of management time on merger-related
issues; (9) customer acceptance of the combined company's products
and services; (10) the outcome of any legal proceeding relating to
the transaction; and (11) any changes in the strategy of Team,
Furmanite or the anticipated strategy of the combined company.
Additional factors that could cause Team's and Furmanite's results
to differ materially from those described in the forward-looking
statements can be found in Team's and Furmanite's reports (such as
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K) filed with the SEC and available at
the SEC's website (www.sec.gov). All subsequent written and oral
forward-looking statements concerning Team, Furmanite, or the
proposed merger or other matters and attributable to Team,
Furmanite or any person acting on either of their behalf are
expressly qualified in their entirety by the cautionary statements
above. Team and Furmanite do not undertake any obligation to update
any forward-looking statement, whether written or oral, to reflect
circumstances or events that occur after the date the
forward-looking statements are made.
Contact: Greg L. Boane (281) 388-5541
(NYSE:FRM)
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