C&J Energy Services, Inc. (NYSE: CJ) (“C&J”) and Keane
Group, Inc. (NYSE: FRAC) (“Keane”) today announced that members of
their management teams, including Jan Kees van Gaalen, Chief
Financial Officer of C&J, and Robert Drummond, Chief Executive
Officer of Keane, will attend and jointly present at the Barclays
CEO Energy-Power Conference in New York, New York, on September 4,
2019. The slide presentation to be referenced at the event will be
available on the C&J website at www.cjenergy.com in the IR
Event Calendar section and the Keane website at www.keanegrp.com in
the Events & Presentations section.
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. We
offer 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, fluids
management, and specialty well site support services. We are
headquartered in Houston, Texas and operate across all active
onshore basins of the continental United States. For additional
information about C&J, please visit www.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 Report on Form
10-K for the fiscal year ended December 31, 2018, filed on February
27, 2019, 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 Will Be 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 Securities and Exchange Commission (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
713-260-9986.
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 Report on Form 10-K for the fiscal year
ended December 31, 2018, which was filed with the SEC on February
27, 2019. 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190826005616/en/
C&J Energy Services, Inc. Daniel E. Jenkins Vice President –
Investor Relations investors@cjenergy.com (713) 325-6000 Keane
Group, Inc. Marc Silverberg Managing Director, ICR
marc.silverberg@icrinc.com (713) 893-3602
C&J Energy Services (NYSE:CJ)
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