Energy Services Enters into a Definitive Merger Agreement to Acquire C.J. Hughes Construction Company, Inc.
22 Febbraio 2008 - 2:50PM
PR Newswire (US)
Energy Services Announces the Termination of the Stock Purchase
Agreement with GasSearch Corporation and GasSearch Drilling
Services Corporation. HUNTINGTON, W.Va., Feb. 22
/PRNewswire-FirstCall/ -- Energy Services Acquisition Corp.
(AMEX:ESAAMEX:ESA-UAMEX:ESA-W) ("Energy Services") announced today
that the Stock Purchase Agreement with GasSearch Corporation and
GasSearch Drilling Services Corporation has been terminated. Energy
Services also announced today that it has entered into an Agreement
and Plan of Merger to acquire C.J. Hughes Construction Company,
Inc. headquartered in Huntington, West Virginia. C.J. Hughes may be
considered an affiliate of Energy Services since Marshall T.
Reynolds and Neal Scaggs are shareholders, and Edsel R. Burns is
the president and a shareholder of C.J. Hughes Construction
Company. Mr. Reynolds is the Chairman of the Board, Chief Executive
Officer and Secretary of Energy Services. Mr. Scaggs and Mr. Burns
are directors of Energy Services. C.J. Hughes is primarily engaged
in the construction, replacement and repair of natural gas
pipelines for utility companies and private natural gas companies.
To a lesser extent, C.J. Hughes is engaged in the installation of
water and sewer lines. The Agreement and Plan of Merger calls for
the shareholders of C.J. Hughes Construction Company to receive
$36,896 in cash and 6,434.7 shares of Energy Services common stock
for each share of C.J. Hughes stock held. The total Merger
consideration will be approximately 50% cash and 50% common stock
with a total value of $34.0 million as of the date of the
agreement. Under certain circumstances the number of shares to be
issued may be increased in order to ensure that at least 40% of the
value to be paid to C.J. Hughes shareholders is in common stock.
The closing of the C.J. Hughes Acquisition is subject to various
closing conditions, including the acquisition of another business
or businesses, such that the total value of the businesses acquired
have an aggregate fair value of 80% of Energy Services net assets,
as defined in its initial public offering. In addition, the closing
of the acquisition is further conditioned on holders of less than
20% of the shares of Energy Services common stock voting against
the transaction and electing to convert their Energy Services
common stock into cash from the trust fund established in
connection with Energy Services initial public offering. Marshall
T. Reynolds, Chairman of the Board of Energy Services, stated, "We
believe that with the combined strengths of C.J. Hughes along with
those of the previously announced transaction with S.T. Pipeline,
Energy Services will be well positioned to pursue the growth
possibilities that exist within the energy services industry
today." About C.J. Hughes Based in Huntington, West Virginia, C.J.
Hughes was founded in 1946. The company is engaged in servicing the
oil and gas industry primarily through the installation and repairs
of pipelines, as well as other ancillary work associated with
serving the energy industry. Through its wholly owned subsidiary
Nitro Electric, C.J. Hughes is involved in providing electrical
services to industrial and commercial customers. About Energy
Services Corp. Based in Huntington, West Virginia, Energy Services
is a publicly traded, special purpose acquisition company ("SPAC")
formed to invest in or acquire companies in the energy services
industry. Forward-Looking Statements This press release includes
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). These forward-looking statements are based on
current expectations and projections about future events and no
party assumes an obligation to update any such forward-looking
statements. These forward-looking statements are subject to known
and unknown risks, uncertainties and assumptions about Energy
Services, S.T. Pipeline or C.J. Hughes that may cause actual
results to be materially different from any future results
expressed or implied by such forward-looking statements. In some
cases, you can identify forward-looking statements by terminology
such as "may," "should," "could," "would," "expect," "plan,"
"anticipate," "believe," "estimate," "continue," or the negative of
such terms or other similar expressions. DATASOURCE: Energy
Services Acquisition Corp. CONTACT: Ed Burns of Energy Services
Acquisition Corp., +1-304-399-2318
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