Goldfield to be acquired by First Reserve for $7.00 per share

The Goldfield Corporation announced it has entered into a definitive merger agreement under which an affiliate of First Reserve has agreed to acquire all outstanding shares of Goldfield for $7.00 per share in cash, pursuant to a cash tender offer. This represents a 64% premium to Goldfield's closing stock price on November 23, 2020 and a 57% premium to the 30-day volume-weighted average price of $4.46 as of the same date. The transaction, which was unanimously approved by Goldfield's Board of Directors, implies a total enterprise value for Goldfield of approximately $194M, including net debt, and is not subject to any financing contingency. The transaction will be completed through a cash tender offer for all of the outstanding common shares of Goldfield for $7.00 cash per share, followed by a merger in which the remaining common shares of Goldfield will be converted into the right to receive the same cash price per share paid in the tender offer. Goldfield's Board of Directors will unanimously recommend that all shareholders tender their shares in the offer. The transaction is conditioned upon satisfaction of the minimum tender condition, which requires that shares representing more than 50% of Goldfield's outstanding shares be tendered, as well as other customary closing conditions, including expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The estate of Goldfield's former CEO John Sottile, which has beneficial ownership and control over approximately 8.5% of the shares outstanding, has agreed to tender those shares into the offer. The transaction is expected to close by January 2021.