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Actionable news in FRM: FURMANITE CORPORATION,

Investor Relations / Investor@Furmanite.Com

The following excerpt is from the company's SEC filing.

(713) 634-7775

TEAM INDUSTRIAL SERVICES AND FURMANITE TO COMBINE TO CREATE

PREMIER GLOBAL INDUSTRIAL SERVICES COMPANY

Creates Balanced Portfolio of NDT Inspection/Assessment Services and

Specialty Mechanical Services

Combined Company to Have Enhanced Global Scale with

Strong Presence in North America

Establishes 220 Locations in 22 Countries on Six Continents

Approximately $20-$25 Million in Expected Annual Synergies Within Two Years of Closing

Expected to be Accretive to Adjusted Earnings per Share in First Full Fiscal Year Following Close; Expect ed to Add $0.25-$0.30 per Share by 2017

Team Conference Call Scheduled for November 2, 2015 at 9:00 am EST to Discuss Transaction

SUGAR LAND, TX and HOUSTON – November 2, 2015 – Team, Inc. (NYSE: TISI) (“Team”) and Furmanite Corporation (NYSE: FRM) (“Furmanite”) today announced that the Boards of Directors of both companies have unanimously approved a definitive merger agreement under which Team will acquire all of the outstanding shares of Furmanite in a stock-for-stock transaction valued at approximately $335 million, including the assumption of debt, which is intended to be tax-free to Furmanite stockholders for U.S. federal income tax purposes. The transaction is subject to the receipt of customary regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions. The transaction is also subject to the required approval of both Furmanite’s and Team’s stockholders. Subject to the satisfaction of closing conditions and receipt of required approvals, the companies expect to complete the combination in the first calendar quarter of 2016.

Under the terms of the proposed merger, Furmanite stockholders will receive 0.215 shares of

Team common stock for each share of Furmanite common stock they own, representing an 8% premium to Furmanite’s stock price based on the closing prices of Team and Furmanite’s shares on October 30, 2015, the last trading day prior to announcement of the transaction, and an implied value of $7.53 per Furmanite share. The implied $7.53 per share value represents a 15% premium to the average Furmanite closing stock price over last 60 days prior to announcement.

The combined company expects to realize an estimated $20-$25 million in annual cost synergies within two years of closing. Synergies are primarily associated with the elimination of duplicative public company costs and back-office support functions. Team expects the transaction will be accretive to adjusted earnings per share in the first full fiscal year following the close of the transaction. By calendar year 2017, Team expects the transaction, including synergies, to contribute approximately $0.25-$0.30 to earnings per share. Before synergies, Team expects the transaction to contribute approximately $400 million in annual revenue and $38 million in annual adjusted EBITDA (adjusted earnings before interest, taxes, depreciation and amortization plus non-cash stock based compensation expense).

The combined company will be a premier NDT inspection and specialty mechanical services company with a strong presence in North America, and will comprise more than 8,300 employees and 220 locations in 22 countries. The combination will approximately double the size of Team’s mechanical services capabilities and establish a deeper, broader talent and resource pool that better supports customers across standard and specialty mechanical services. In addition, the capability and capacity of the combined entity will offer an enhanced single-point of accountability and flexibility in addressing some of the most critical needs of clients; whether as individual services or as part of an integrated specialty industrial services solution.

Ted W. Owen, Team’s President and Chief Executive Officer, said, “We are pleased to announce the exciting merger of Team and Furmanite, bringing together two highly complementary organizations. Through this transaction, Team will gain critical scale in our Mechanical Services Business Unit that rivals the successful NDT business we have established with the recent QualSpec acquisition that is part of our Inspection and Heat Treating Business Unit, making Team the world’s premier service provider with significant breadth and scope of operations. We expect the combination of Team and Furmanite to drive sustainable, long-term growth and value for stockholders that is greater than either company could achieve on its own.”

Mr. Owen added, “The combined company will have a larger presence across our existing core geographies and greater access to additional market opportunities around the globe, including Europe and Asia Pacific. Both Team and Furmanite have a reputation for dedicated employees focused on the highest levels of customer service, professionalism and support, and importantly, this transaction will unite the most talented employees in the industry to create a premier global workforce. We will reach across both organizations to create an enhanced company that draws from each other’s best practices to create superior options for our customers and additional opportunities for employees from both businesses.”

In connection with the merger, Furmanite announced that Joseph E. Milliron is retiring from his position as President and Chief Executive Officer of Furmanite, effective immediately...


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