News Release LAYNE GRAPHIC
Contact: Layne Christensen Company
Jerry W. Fanska
Vice President-Finance
913-677-6858
www.laynechristensen.com
FOR IMMEDIATE RELEASE
TUESDAY, FEBRUARY 7, 2006
LAYNE CHRISTENSEN ANNOUNCES BOARD NOMINATIONS AND
AFFIRMATION OF STRATEGIC PLAN
Mission Woods, KS. - February 7, 2006 - Layne Christensen Company (Nasdaq:LAYN)
announced today that Steel Partners II, L.P. ("Steel Partners") filed a
notification of two nominees for election to Layne's Board of Directors (the
"Board") at the 2006 Annual Meeting of Shareholders in order to satisfy the
deadline for submission of such nominees under Layne's bylaws. In a letter from
Warren Lichtenstein, the Managing Member of Steel Partners and currently a
member of Layne's Board, he expressed unhappiness "with the current inability of
the Layne Board to adopt a strategic long-term plan which Steel believes will
facilitate long-term enhancement of shareholder value and on the appropriate
person to lead the company's senior management team."
The majority of Layne's Board is strongly supportive of the current strategic
plan which harnesses the synergy from its water, minerals and energy businesses.
Our operating history has demonstrated the important benefits from the
integration of these complementary businesses, including economic leverage and
industry diversification to cushion downturns, spread risks and balance
earnings. Andrew Schmitt, Layne's CEO, has been a forceful advocate of the
current strategic plan which has been at odds with Mr. Lichtenstein's view. The
market has validated the current strategic plan and rewarded its implementation
by current management with all-time high prices for Layne's shares.
David Brown, Chairman of Layne's Board, said "it is particularly unfortunate
that a rival slate for two seats on our Board would be proposed at a time when
both our operating results and stock continue to perform well. In the coming
months before the annual meeting, we look forward to communicating as well as
demonstrating the benefits of our strategic plan and the strength of our current
leadership."
Important Additional Information Will Be Filed with the SEC
The Company plans to file with the SEC and mail to its stockholders a Proxy
Statement in connection with the Company's 2006 annual meeting of stockholders.
The Proxy Statement will contain important information about the Company and the
matters to be voted on at the annual meeting. Investors and security holders are
urged to read the Proxy Statement carefully when it becomes available. Investors
and security holders will be able to obtain free copies of the Proxy Statement
and other documents filed with the SEC by the Company through the web site
maintained by the SEC at www.sec.gov. In addition, investors and security
holders will be able to obtain free copies of the Proxy Statement from the
Company by contacting Mr. Jerry W. Fanska, the Company's Vice President of
Finance at 913-677-6858.
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the annual meeting and
the matters to be voted on at such meeting. Information regarding the Company's
directors and executive officers may be obtained by reading the Company's Annual
Report on Form 10-K for the year ended January 31, 2005 and its definitive proxy
statement dated May 13, 2005 in connection with the Company's annual meeting of
stockholders held on June 9, 2005. Additional information regarding the
participants in the solicitation may be obtained by reading the Proxy Statement
in connection with the Company's 2006 annual meeting of stockholders when it
becomes available.
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of
1934. Such statements may include, but are not limited to, statements of plans
and objectives, statements of future economic performance and statements of
assumptions underlying such statements, and statements of management's
intentions, hopes, beliefs, expectations or predictions of the future.
Forward-looking statements can often be identified by the use of forward-looking
terminology, such as "should," "intended," "continue," "believe," "may," "hope,"
"anticipate," "goal," "forecast," "plan," "estimate" and similar words or
phrases. Such statements are based on current expectations and are subject to
certain risks, uncertainties and assumptions, including but not limited to the
ability of Layne and Reynolds to negotiate and sign a mutually acceptable
definitive agreement, the results of due diligence, the ability of Layne to
successfully integrate the operations of Reynolds into its exiting businesses,
prevailing prices for various commodities, unanticipated slowdowns in the
Company's major markets, the risks and uncertainties normally incident to the
exploration for and development and production of oil and gas, the impact of
competition, the effectiveness of operational changes expected to increase
efficiency and productivity, worldwide economic and political conditions and
foreign currency fluctuations that may affect worldwide results of operations.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially and
adversely from those anticipated, estimated or projected. These forward-looking
statements are made as of the date of this release, and the Company assumes no
obligations to update such forward-looking statements or to update the reasons
why actual results could differ materially from those anticipated in such
forward-looking statements.
Layne Christensen Company provides sophisticated services and related products
for the water, mineral, construction and energy markets.