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L. B. Foster Company to Acquire Portec Rail Products
Expands Capabilities in its Rail Products Business
PITTSBURGH, PA, - February 17, 2010 - L. B. Foster Company ("L. B. Foster",
NASDAQ: FSTR) and Portec Rail Products, Inc. ("Portec", NASDAQ: PRPX) , both
headquartered in Pittsburgh, PA, today jointly announced the signing of an
Agreement and Plan of Merger ("Merger Agreement"), under which L. B. Foster will
make, through its wholly owned acquisition subsidiary, a cash tender offer to
acquire all of Portec's outstanding shares of common stock for $11.71 per share.
"The proposed acquisition will bring together two organizations with a rich
history of successfully delivering products and services to the global rail
industry," said Stan Hasselbusch, L . B. Foster's President and Chief Executive
Officer. "The addition of Portec will complement our existing array of products
and furthers our strategic initiative of becoming a premier provider of products
and services below the wheel for Class 1, transit, shortline and regional
railroads and contractors in North America, as well as to governmental agencies
and rail contractors globally."
Richard J. Jarosinski, Portec's President and Chief Executive Officer, commented
"Both companies have a strong reputation for quality and operational excellence
in providing a wide range of products for the rail industry. We couldn't be more
pleased than to be joining forces with the Foster team."
This transaction is subject to the satisfaction of certain conditions, including
Hart-Scott-Rodino antitrust clearance, at least 65% of Portec's outstanding
shares being tendered and customary closing conditions, and is expected to close
before the end of the second quarter 2010.
Conference Call for Financial Analysts, Press
L. B. Foster will host a conference call to discuss the transaction at 2:00 PM
EST on February 18, 2010. Dial-in information as well as a live broadcast will
be available by accessing the Investor Relations page on L. B. Foster's website
at: http://www.lbfoster.com/. The call will be hosted by Mr. Stan Hasselbusch,
President and Chief Executive Officer.
About Portec Rail Products, Inc.
Established in 1906, Portec has served both domestic and international rail
markets by manufacturing, supplying and distributing a broad range of rail
products, rail anchors, rail spikes, railway friction management products and
systems, rail joints, railway wayside data collection and data management
systems and freight car securement systems. Portec also manufactures material
handling equipment for industries outside the rail transportation sector through
its United Kingdom operation. Portec operates through its four global business
segments: Railway Maintenance Products (Salient Systems), Shipping Systems,
Portec Rail Nova Scotia Company in Canada (Kelsan friction management, rail
anchor and spike products), and Portec Rail Products, Ltd. in the UK (material
handling and Coronet Rail products). Portec Rail Products is headquartered in
Pittsburgh, PA.
About L. B. Foster Company
L. B. Foster is a leading manufacturer, fabricator and distributor of products
and services for the rail, construction, energy, utility and recreation markets
with approximately 30 locations throughout the United States. The Company was
founded in 1902 and is headquartered in Pittsburgh, PA. Please visit our
Website: www.lbfoster.com.
Forward-Looking Statements
This press release contains "forward-looking statements". Such statements
include, but are not limited to, statements about the anticipated timing of the
closing of the transaction involving L. B. Foster and Portec and the expected
benefits of the transaction, including potential synergies and cost savings,
future financial and operating results, and the combined company's plans and
objectives. In addition, statements made in this communication about anticipated
financial results, future operational improvements and results or regulatory
approvals are also forward-looking statements. These statements are based on
current expectations of future events. If underlying assumptions prove
inaccurate or unknown risks or uncertainties materialize, actual results could
vary materially from L. B. Foster's and Portec's expectations.
Risks and uncertainties include the satisfaction of closing conditions for the
acquisition, including clearance under the Hart-Scott-Rodino Antitrust
Improvements Act; the tender of sixty-five percent of the outstanding shares of
common stock of Portec Rail Products, Inc., calculated on a fully diluted basis;
the possibility that the transaction will not be completed, or if completed, not
completed on a timely basis; the potential that market segment growth will not
follow historical patterns; general industry conditions and competition;
business and economic conditions, such as interest rate and currency exchange
rate fluctuations; technological advances and patents attained by competitors;
and domestic and foreign governmental laws and regulations. L. B. Foster can
give no assurance that any of the transactions related to the tender offer will
be completed or that the conditions to the tender offer and the merger will be
satisfied. A further list and description of additional business risks,
uncertainties and other factors can be found in Portec's Annual Report on Form
10-K for the fiscal year ended December 31, 2008, as well as other Portec SEC
filings and in L. B. Foster's Annual Report on Form 10-K for the fiscal year
ended December 31, 2008 as well as other L. B. Foster SEC filings. Copies of
these filings, as well as subsequent filings, are available online at
www.sec.gov, www.portecrail.com and www.lbfoster.com. Many of the factors that
will determine the outcome of the subject matter of this communication are
beyond L. B. Foster's or Portec's ability to control or predict. Neither L. B.
Foster nor Portec undertakes to update any forward-looking statements as a
result of new information or future events or developments.
Important Additional Information
The tender offer (the "Offer") described in this press release for all of the
outstanding shares of common stock of Portec has not yet commenced. At the time
of commencement of the Offer, L. B. Foster and its wholly-owned subsidiary will
file a Tender Offer Statement on Schedule TO (including an Offer to Purchase,
Letter of Transmittal and related tender offer documents, the "Tender Offer
Documents") with the Securities and Exchange Commission (the "SEC"). This press
release is for informational purposes only and does not constitute an offer to
purchase shares of common stock of Portec, nor is it a substitute for the Tender
Offer Documents. Portec shareholders are strongly advised to read the Tender
Offer Documents, the related Solicitation/Recommendation Statement on Schedule
14D-9 that will be filed by Portec with the SEC, and other relevant materials
when they become available, because they will contain important information that
should be read carefully before any decision is made with respect to the offer.
Portec shareholders can obtain copies of these materials (and all other related
documents filed with the SEC), when available, at no charge on the SEC's website
at www.sec.gov. In addition, investors and security holders will be able to
obtain free copies of the Tender Offer Documents by mailing a request to: Jeff
Kondis, Manager, Corporate Marketing, L. B. Foster Company, 415 Holiday Drive,
Pittsburgh, PA 15220, or by email to: jkondis@lbfosterco.com, and free copies of
the Solicitation/Recommendation Statement by mailing a request to: John N.
Pesarsick, Chief Financial Officer, Portec Rail Products, Inc., 900 Old Freeport
Road, Pittsburgh, PA 15238, or by email to: jpesarsick@portecrail.com. Investors
and Portec shareholders may also read and copy any reports, statements and other
information filed by L. B. Foster or Portec with the SEC, at the SEC public
reference room at 100 F Street, N.E., Washington, DC 20549. Please call the SEC
at 1-800-SEC-0330 or visit the SEC's website for further information on its
public reference room.
