Keane Group, Inc. (“Keane” or the “Company”) today announced
that it has appointed Mr. Mel G. Riggs to serve as an independent
member of the Board of Director (the “Board”) effective October 11,
2019. Mr. Christian A. Garcia voluntarily resigned as director on
the Board on October 9, 2019, effective as of October 11, 2019.
Upon consummation of the pending merger with C&J Energy
Services, Inc., Mr. Riggs will replace Mr. Garcia as one of the
designees of Keane to the board of the combined company. Mr. Garcia
informed the Board in a letter that he has accepted a new job with
a company that will be a competitor of the combined company
following the merger.
Mr. Riggs, 64, has served in senior-level positions of Clayton
Williams and its related companies for 28 years, including his
current position as Vice President and Director since May 2017.
Clayton Williams Companies is a group of privately held companies
involved in oil and natural gas activities, real estate, and
agricultural operations. From March 2015 to April 2017, Mr. Riggs
served as President of Clayton Williams Energy, Inc. (“CWEI”), a
public exploration and production company that develops and
produces oil and natural gas. From December 2010 until Mach 2015,
Mr. Riggs served as Executive Vice President and Chief Operating
Officer of CWEI. From 1991 to December 2010, Mr. Riggs served as
Senior Vice President—Finance, Secretary, Treasurer, and Chief
Financial Officer of CWEI. Mr. Riggs currently serves as a Director
at TransAtlantic Petroleum Ltd. (NYSE: TAT) since July 2009 and as
a Director and the Chairman of the Board of Royale Energy, Inc.
(OTC: ROYL) since July 2018. He previously served as a Director of
CWEI from May 1994 until April 2017. Mr. Riggs is a Certified
Public Accountant and received a BBA degree in Accounting from
Texas Tech University.
“We are extremely excited to have Mel join the Board,” said
James C. Stewart, Executive Chairman of Keane. “Mel is a seasoned
energy and finance executive, bringing more than three decades of
industry experience to our company. We look forward to gaining
invaluable insight and believe Mel’s deep set of customer
relationships, career-long experience in the Midland, Texas region
of the Permian Basin, and extensive public company knowledge can
serve beneficial to our ongoing success.”
“On behalf of the Board, I would like to thank Christian for his
significant contributions to Keane since our initial public
offering in early 2017,” continued Mr. Stewart. “We look forward to
continued success as a leading provider of completions services to
top-tier customers.”
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 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20191015005212/en/
Investor Relations (713) 893-3602 Marc Silverberg, ICR
marc.silverberg@icrinc.com
Keane (NYSE:FRAC)
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