OAK BROOK, Ill.--(BUSINESS WIRE)--
Great Lakes Dredge & Dock Corporation ("Great Lakes") (NASDAQ:GLDD), the
largest provider of dredging services in the United States and a major
provider of environmental and remediation services, announced today it
has acquired the stock of Magnus Pacific Corporation (Magnus).
Magnus is expected to generate approximately $118 million of revenue in
2014 and adds approximately $90 million to Great Lakes' backlog,
excluding project option opportunities. This transaction will be
accretive to Great Lakes in 2015.
Headquartered outside of Sacramento and with regional offices in Dallas,
Denver and Seattle, Magnus is a leading provider of geotechnical and
environmental solutions in the Western United States. Magnus has a wide
range of competencies, including levee rehabilitation and repair, slurry
wall construction, mine reclamation, ground stabilization and wetlands
improvements. On average, Magnus' management team members have 20 years
of experience in the geotechnical and environmental services industry.
Great Lakes CEO Jon Berger stated, "The Magnus acquisition represents
another milestone in our long-term strategic vision of becoming a
preeminent environmental services provider. With the addition of Magnus
Pacific to the strong platform we have in place with Terra Contracting,
we have expanded our geographic footprint across the United States and
broadened our suite of capabilities. We look forward to building on the
success that our historic dredging business and Terra have had as we
continue to execute on complex projects - on both land and water - to
the most demanding clients in the nation."
Kyle Johnson, Great Lakes COO added, "Over the course of our due
diligence, we were pleased with Magnus' dedication to project execution
and commitment to safety, which are key values at Great Lakes. We were
also impressed with their operating expertise and professionalism, which
will provide a strong foundation for integrating our core competencies.
We look forward to working with the Magnus team during the integration
and beyond as we grow our presence in the environmental and geotechnical
Magnus Founder Louay Owaidat stated, "It was very important to Magnus
senior management to find the right fit for our company, and we have
found that in Great Lakes. With a shared vision to grow and expand, we
look forward to a strong partnership with the Great Lakes and Terra
The transaction includes $25 million in cash at closing, a seller's note
with an approximate value of $14 million and a potential earn-out. The
former Magnus shareholders will become employees of Great Lakes, and as
material inducements, were granted restricted stock unit awards
representing the right to receive up to 1,500,000 shares of Great Lakes'
common stock. Each award vests on March 31, 2020, subject to the
applicable employee's continuous employment with Great Lakes and
satisfaction of certain business milestones. The restricted stock unit
awards were approved in accordance with NASDAQ Listing Rule 5635(c)(4).
Great Lakes Dredge & Dock Corporation ("Great Lakes" or the "Company")
is the largest provider of dredging services in the United States and
the only U.S. dredging company with significant international
operations. The Company is also a significant provider of environmental
and remediation services. Great Lakes employs over 150 degreed
engineers, most of whom specialize in civil and mechanical engineering,
which contributes to its 124-year history of never failing to complete a
marine project. Great Lakes has a disciplined training program for
engineers that ensures experienced-based performance as they advance
through Company operations. Great Lakes also owns and operates the
largest and most diverse fleet in the U.S. dredging industry, comprised
of over 200 specialized vessels.
Cautionary Note Regarding Forward-Looking
Certain statements in this press release may constitute
"forward-looking" statements as defined in Section 21E of the Securities
Exchange Act of 1934 (the "Exchange Act"), the Private Securities
Litigation Reform Act of 1995 (the "PSLRA") or in releases made by the
Securities and Exchange Commission (the "SEC"), all as may be amended
from time to time. Such forward-looking statements involve known and
unknown risks, uncertainties and other important factors that could
cause the actual results, performance or achievements of Great Lakes and
its subsidiaries, or industry results, to differ materially from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Statements that are not historical fact are
forward-looking statements. Forward-looking statements can be identified
by, among other things, the use of forward-looking language, such as the
words "plan," "believe," "expect," "anticipate," "intend," "estimate,"
"project," "may," "would," "could," "should," "seeks," or "scheduled
to," or other similar words, or the negative of these terms or other
variations of these terms or comparable language, or by discussion of
strategy or intentions. These cautionary statements are being made
pursuant to the Exchange Act and the PSLRA with the intention of
obtaining the benefits of the "safe harbor" provisions of such laws.
Great Lakes cautions investors that any forward-looking statements made
by Great Lakes are not guarantees or indicative of future performance.
Important assumptions and other important factors that could cause
actual results to differ materially from those forward-looking
statements with respect to Great Lakes, include, but are not limited to,
the possibility that the expected efficiencies and cost savings from the
Magnus acquisition will not be realized, or will not be realized within
the expected time period; the risk that the Magnus and Great Lakes
businesses will not be integrated successfully; disruption from the
Magnus acquisition making it more difficult to maintain business and
operational relationships; the risk of customer attrition, and risks and
uncertainties that are described in Item 1A. "Risk Factors" of Great
Lakes' Annual Report on Form 10-K for the year ended December 31, 2013,
and in other securities filings by Great Lakes with the SEC.
Although Great Lakes believes that its plans, intentions and
expectations reflected in or suggested by such forward-looking
statements are reasonable, actual results could differ materially from a
projection or assumption in any forward-looking statements. Great Lakes'
future financial condition and results of operations, as well as any
forward-looking statements, are subject to change and inherent risks and
uncertainties. The forward-looking statements contained in this press
release are made only as of the date hereof and Great Lakes does not
have or undertake any obligation to update or revise any forward-looking
statements whether as a result of new information, subsequent events or
otherwise, unless otherwise required by law.
Great Lakes Dredge & Dock Corporation
Source: Great Lakes Dredge & Dock Corporation
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