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ISS Recommends Layne Christensen Stockholders Vote For Merger With Granite

Layne Christensen Co. (LAYN) commented on the recommendation by proxy advisory firm Institutional Shareholder Services or "ISS" that its clients vote FOR adoption of the merger agreement with Granite Construction Inc.

Michael Caliel, President and Chief Executive Officer of Layne, said, "We are pleased that ISS has recognized the compelling merits of the proposed transaction, and therefore recommended that our stockholders vote FOR adoption of the merger agreement with Granite. We look forward to the approval of the merger by our stockholders at the Special Meeting."

In reaching its recommendation that Layne stockholders vote FOR the transaction with Granite, ISS thoroughly analyzed the strategic rationale of the transaction, Layne's standalone prospects, the process that Layne undertook in ultimately agreeing to a transaction with Granite, the value realized for stockholders as a virtue of the transaction, as well as public statements made by Layne stakeholders and bondholders.

On February 14, 2018, Layne reached a merger agreement with Granite, whereby Granite will acquire all of the outstanding shares of Layne in an all-stock transaction, with Layne stockholders receiving 0.27 shares of Granite stock for each share of Layne. Layne's Board of Directors unanimously recommends that stockholders vote "FOR" the adoption of the merger agreement.

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