Filed by Quanta Services, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as
amended, and deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934, as amended
Subject Company: InfraSource Services, Inc.
Commission File No.: 001-32164
In connection with the proposed acquisition, Quanta Services, Inc. (Quanta) and InfraSource
Services, Inc. (InfraSource) will file with the Securities and Exchange Commission (the SEC) a
joint proxy statement/prospectus and other documents regarding the proposed transaction. A joint
proxy statement/prospectus will be sent to stockholders of Quanta and InfraSource, seeking their
approval of the transaction. STOCKHOLDERS OF QUANTA AND INFRASOURCE ARE URGED TO READ CAREFULLY
THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION ABOUT QUANTA, INFRASOURCE, AND QUANTAS ACQUISITION OF INFRASOURCE. Such proxy
statement/prospectus, when available, and other relevant documents may be obtained, free of charge,
on the SECs web site (http://www.sec.gov).
The joint proxy statement/prospectus and such other documents (relating to Quanta) may also be
obtained for free when they become available from Quantas website at
www.quantaservices.com or from Quanta by directing a request to Quanta Services, Inc., 1360
Post Oak Blvd., Suite 2100, Houston, TX 77056, Attention: Corporate Secretary, or by phone
The joint proxy statement/prospectus and such other documents (relating to InfraSource) may also be
obtained for free when they become available from InfraSources website at
www.infrasourceinc.com or from InfraSource by directing a request to InfraSource, 100 West
Sixth Street, Suite 300, Media, PA, 19063, Attention: General Counsel, or by phone 610-480-8000.
Quanta, its directors, executive officers and certain members of management and employees may be
considered participants in the solicitation of proxies from Quantas shareholders in connection
with the acquisition. Information about Quanta and its directors and executive officers and their
ownership of Quanta securities will be contained in the joint proxy statement/prospectus when it is
filed with the SEC.
InfraSource, its directors, executive officers and certain members of management and employees may
be considered participants in the solicitation of proxies from InfraSources shareholders in
connection with the acquisition. Information about InfraSource and its directors and executive
officers and their ownership of InfraSource securities will be contained in the joint proxy
statement/prospectus when it is filed with the SEC.
Statements about Quantas and InfraSources outlook and all other statements in this document other
than historical facts are forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements rely on a number of assumptions
concerning future events and are subject to a number of uncertainties and factors, many of which
are outside Quantas and InfraSources control, which could cause actual results to differ
materially from such statements. Forward looking information includes, but is not limited to,
statements regarding the new combined company, including Quantas and InfraSources expected
combined financial and operating results; the expected amount and timing of cost savings and
operating synergies and whether and when the transactions contemplated by the merger agreement will
be consummated. There are a number of risks and uncertainties that could cause results to differ
materially from those indicated by such forward-looking statements including the failure to realize
anticipated synergies; the result of the review of the proposed merger by various regulatory
agencies; the transaction may involve unexpected costs or unexpected liabilities, or the effects of
purchase accounting may be different from the companies expectations; the businesses of the
companies may suffer as a result of uncertainty surrounding the transaction; the industry may be
subject to future regulatory or legislative actions that could adversely affect the companies; and
the companies may be adversely affected by other economic, business, and/or competitive factors and
any conditions imposed on Quanta in connection with consummation of the merger; the failure to
receive the approval of the merger by the stockholders of InfraSource and failure to receive the
approval of the issuance of Quanta common stock in connection with the merger by the stockholders
of Quanta and satisfaction of various other conditions to the closing of the merger contemplated by
the merger agreement. These forward-looking statements are also affected by the risk factors,
forward-looking statements and challenges and uncertainties described in Quantas and InfraSources
filings with the SEC, which are available free of charge on the SECs web site at
http://www.sec.gov and through Quantas and InfraSources websites at
www.quantaservices.com and www.infrasourceinc.com, respectively. Quanta and
InfraSource expressly disclaim any intention or obligation to revise or update any forward-looking
statements whether as a result of new information, future events, or otherwise.
March 19, 2007
I am very pleased to inform you that today Quanta announced that we have entered into an agreement
to acquire InfraSource Services, Inc. I am very excited to share this news with you, as I believe
the merger of our companies will create new and exciting opportunities for Quanta, our customers
and our employees.
Once the transaction is completed, the combined company will be an industry leader in specialized
contracting services with operations in all 50 U.S. states and in Canada, more than 16,000 skilled
employees and the largest equipment fleet in the industry. Our enhanced size, flexibility and
capabilities will allow us to better meet the evolving infrastructure needs of our customers in the
electric power, natural gas, telecommunications and cable television industries.
InfraSources services will complement and enhance Quantas capabilities in several areas,
including engineering, transmission and distribution installation and maintenance, substation and
industrial services, natural gas distribution, telecommunications installation and maintenance and
dark fiber leasing. You also might be interested to know that InfraSources culture is
complementary to ours, and that they are similarly focused on achieving operational and safety
The combined company, which will maintain the Quanta name and continue to be headquartered in
Houston, will be better positioned to meet customers needs and respond to the dynamics that are
driving our industry, such as the aging national power grid, growth of the electric power industry
and increase in outsourcing of infrastructure installation and maintenance functions. The combined
company will also have the increased scale and flexibility to better respond to emergency
situations across the nation.
As part of a stronger, larger organization, I believe this transaction will bring significant
benefits to our employees. While there are always some changes involved in a transaction like
this, the combination of our businesses is not expected to have a major impact on your day-to-day
activities, and we are not anticipating that it will result in a significant operations headcount
Please keep in mind that this announcement is the first step in a long process and before our
companies can combine, certain conditions, such as shareholder and regulatory approvals, must be
met. As we say in the attached press release, we dont expect this transaction to close until the
third quarter of this year. Therefore, it is vitally important that you continue your excellent
work and remain focused on your responsibilities so that Quanta can continue to grow, serve our
customers well and reach our financial goals. We are committed to keeping you updated on the
transaction process and to make sure you learn about important developments on a timely basis. If
you have any additional questions, please do not hesitate to contact your direct supervisors.
I will address your questions directly during a company-wide webcast early next week for all
corporate and operating unit employees. Submit questions prior to the call via
email@example.com. In the meantime, additional information on this announcement can be
found at www.quantaservices.com.
Thank you for your support, dedication and hard work. This is a very exciting time for our company,
and your continuing contributions are essential to our success.
John R. Colson
Chairman and CEO