Quanta Services, Inc. and InfraSource Services, Inc. have signed a definitive merger agreement under which Quanta will acquire InfraSource in an all-stock transaction valued at $1.26 billion based on Quanta's closing stock price on March 16, 2007. The combination of Quanta and InfraSource will create a leading specialized contracting services company serving the electric power, natural gas, telecommunications and cable television industries. Empowered by a broad national footprint, flexible workforce, extensive equipment resources and innovative technologies, the combined company will partner with customers to meet the immediate and growing need for strategic infrastructure solutions.

Under the terms of the merger agreement, approved by both boards of directors, InfraSource stockholders will receive 1.223 shares of Quanta common stock for each outstanding common share of InfraSource they own at closing. This represents a per share value of $30.13, or a 17.4% premium over the closing price of InfraSource common stock on March 16, 2007. Upon closing, on a fully diluted basis, Quanta and InfraSource stockholders are expected to own approximately 75% and 25%, respectively, of the combined company. Based on 2006 results, the combined company would have revenues of over $3.1 billion and adjusted EBITDA of over $270 million. The transaction is expected to be accretive to Quanta's earnings per share in 2008.

"The addition of InfraSource's complementary businesses, strategic geographic footprint and talented employees will enhance Quanta's resources and expand our service portfolio. As a combined company, we will be well-positioned to serve all of our customers during a period of rapid growth and increased transmission and distribution spending," said John R. Colson, chairman and chief executive officer of Quanta. "We intend to leverage our combined workforce of more than 16,000 employees to provide expanded services to our customers in both planned and emergency situations."

Colson added, "We expect the combination to result in meaningful cost and operational synergy opportunities, including the integration of project and asset management functions, improved resource utilization, procurement and administrative cost savings, and enhanced cross-selling and marketing opportunities."

David R. Helwig, chairman and chief executive officer of InfraSource, commented, "This transaction represents a tremendous opportunity for our customers, stockholders and employees to share in the significant upside potential of a stronger combined business. Together, InfraSource and Quanta will create an industry-leading company with the scale and scope necessary to meet the growing infrastructure needs of energy and communications providers across North America."

The combined company will have the ability to provide customers expanded infrastructure service offerings from design and engineering, to installation and maintenance, to energized services and emergency restoration. Along with enhancing and complementing Quanta's electric power transmission and distribution capabilities, InfraSource brings strength in substation engineering and installation, gas distribution capabilities and dark fiber leasing to the combined company. In addition, Quanta's nationwide footprint will be strengthened, providing the company a broader platform from which to grow its services.

The combined company's additional resources and service portfolio also position it to take advantage of positive industry dynamics, which include electric utility companies' increased spending and outsourcing trends. In the power industry, the need to upgrade the nation's aging and congested transmission and distribution grid and the Energy Policy Act of 2005 are expected to continue to drive increased investment in infrastructure. Additionally, utilities continue to move toward outsourcing as a way to reduce costs while gaining superior service and improved flexibility. In the telecommunications industry, the convergence of voice, video and data is creating increased demand for fiber infrastructure to support the delivery of key next-generation services.

The transaction is expected to close in the third quarter of 2007 subject to stockholder and customary regulatory approvals. Quanta and InfraSource intend to file a joint proxy statement/prospectus with the Securities and Exchange Commission.