[DYCOM LOGO]
N E W S R E L E A S E
FOR IMMEDIATE RELEASE Contact: Steven E. Nielsen, President
and CEO
Richard L. Dunn, Senior Vice
President and CFO
(561) 627-7171
Palm Beach Gardens, Florida November 17, 2003
DYCOM TO ACQUIRE UTILIQUEST HOLDINGS CORP.
PALM BEACH GARDENS, FLORIDA (November 17, 2003) - DYCOM INDUSTRIES, INC. (NYSE:
DY) announced today that it has entered into a definitive merger agreement with
UtiliQuest Holdings Corp. pursuant to which Dycom will acquire UtiliQuest for
approximately $120 million in cash. Under the terms of the merger agreement, a
newly-formed subsidiary of Dycom will merge with UtiliQuest with UtiliQuest
surviving the merger as a wholly owned subsidiary of Dycom. UtiliQuest is a
portfolio company of the OCM/GFI Power Opportunities Fund, which is one of the
funds controlled by Oaktree Capital Management, LLC and GFI Energy Ventures LLC.
The consummation of the merger is subject to certain customary closing
conditions, including termination of the 30-day waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Dycom expects
the merger will be consummated in the first week of December 2003.
UtiliQuest Holdings Corp., through its operating subsidiaries, UtiliQuest LLC
and Underground Technology, Inc., provides underground utility locating
services, which identify and mark underground utilities such as telephone, cable
television, power and gas prior to underground excavations performed by others.
UtiliQuest operates from over 55 locations in 19 states with over 1,900
employees.
Dycom has scheduled a conference call for Tuesday, November 25, 2003, at 9:00
a.m. (ET) to review the Company's fiscal 2004 first quarter results and discuss
this acquisition. To participate in the conference call, dial 888-428-4479
(United States) or 651-291-5254 (International) ten minutes before the
conference call begins and ask for the "Dycom Earnings" conference call. A live
webcast of the conference call will be available at http:/www.dycomind.com. If
you are unable to attend the conference call at the scheduled time, a replay of
the live webcast will also be available at http:/www.dycomind.com until
Wednesday, December 24, 2003.
*****
Dycom is a leading provider of engineering, construction, and maintenance
services to telecommunication providers throughout the United States.
Additionally, Dycom provides similar services related to the installation of
integrated voice, data, and video local and wide area networks within office
buildings and similar structures. Dycom also provides underground utility
locating and mapping and electric utility construction services. Visit our
website at http://www.dycomind.com for additional corporate information.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements as contemplated by the
1995 Private Securities Litigation Reform Act. Such statements include, but are
not limited to, the Company's expectations for revenues and earnings per share.
These statements are based on management's current expectations, estimates and
projections. Forward-looking statements are subject to risks and uncertainties
that may cause actual results in the future to differ materially from the
results projected or implied in any forward-looking statements contained in this
press release. Such risks and uncertainties include: business and economic
conditions in the telecommunications industry affecting our customers, the
adequacy of our insurance and other reserves and allowances for doubtful
accounts, whether the carrying value of our assets may be impaired, the
anticipated outcome of contingent events, including litigation, liquidity needs
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and the availability of financing, as well as other risks detailed in our
filings with the Securities and Exchange Commission. The Company undertakes no
obligation to update the information in this press release.
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