EX-99.1 8 d540824dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

SPECIAL MEETING OF STOCKHOLDERS OF

LAYNE CHRISTENSEN COMPANY

[], 2018

 

  PROXY VOTING INSTRUCTIONS   

 

INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.

TELEPHONE - Call toll-free 1-800-PROXIES  (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.

Vote online/phone until 11:59 PM EST the day before the meeting.

MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.

IN PERSON - You may vote your shares in person by attending the Special Meeting.

GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

 

Company Number     
Account Number     
         
 

 

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Notice of Meeting, proxy statement and proxy card

are available at [●]

i Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. i


THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEMS 1, 2, AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE

 

1. Adoption of the Merger Agreement   

For

  

Against

  

Abstain

2. Approval, on an Advisory Basis, of Certain Compensatory Arrangements with Layne Named Executive Officers   

For

  

Against

  

Abstain

3. Adjournments of the Special Meeting   

For

  

Against

  

Abstain

In their discretion, the proxies are authorized to vote upon such other business as properly may come before the Special Meeting.

 

 

 

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.   

 

 

 

Signature of Stockholder

 

 

    

  

Date:    

 

  

    

  
          

Signature of Stockholder

 

 

 

    

  

Date:    

 

 

  

    

  

 

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

 

- 2 -


LAYNE CHRISTENSEN COMPANY

SPECIAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Michael J. Caliel, J. Michael Anderson and Steven F. Crooke, and each of them, each with the power to act alone and with full power of substitution and revocation, as attorneys and proxies of the undersigned to attend the Special Meeting of Stockholders of Layne Christensen Company (“Layne Christensen”) to be held at [●], on [●], 2018 commencing at [●], local time, and at all adjournments thereof, and to vote all shares of capital stock of Layne Christensen which the undersigned is entitled to vote with respect to the matters on the reverse side, all as set forth in the Notice of Special Meeting of Stockholders and Proxy Statement, dated [●], 2018.

This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” ITEMS 1, 2, AND 3.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE PREPAID ENVELOPE.

(Continued and to be signed on the reverse side.)

 

- 3 -