Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - FOSTER L B CO | l41408e8vk.htm |
| EX-10.1 - EX-10.1 - FOSTER L B CO | l41408exv10w1.htm |
Exhibit 99.1
L.B. Foster Completes Tender Offer for Portec Rail Products, Inc. and Commences Subsequent Offering Period
PITTSBURGH,
PA, — December 15, 2010 — L.B. Foster Company (“L.B. Foster”) (Nasdaq:FSTR) today
announced that the United States District Court for the District of
Columbia signed the Hold Separate Stipulation and Order and that L. B. Foster's direct wholly-owned subsidiary, Foster Thomas Company, has completed its cash
tender offer for Portec Rail Products, Inc. (“Portec”) (Nasdaq:PRPX).
The tender offer for all of the outstanding shares of Portec expired at 5:00 p.m., New York City
time, on December 15, 2010. As of that time, the depositary for the offer advised that
approximately 7.63 million shares, representing approximately 79.46 percent of Portec’s outstanding
shares, were validly tendered and not withdrawn in the offer.
Foster Thomas Company has accepted for payment all validly tendered shares.
Foster Thomas Company is providing a subsequent offering period, which will expire at 5:00 p.m.,
New York City time, on December 21, 2010, unless the subsequent offering period is further
extended. During this subsequent offering period, Portec stockholders who did not previously tender
their shares of common stock in the offer may do so and will promptly receive the same $11.80 per
share as was paid during the initial offering period.
About Portec Rail Products, Inc.
Established in 1906, Portec serves 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 and utility 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, 2009, 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, 2009 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 been made pursuant to a Tender Offer Statement on Schedule TO,
containing an offer to purchase, a letter of transmittal and other documents relating to the Offer
(the “Tender Offer Documents”), which L.B. Foster and Foster Thomas Company, a wholly-owned
subsidiary of L.B. Foster, filed with the Securities and Exchange Commission (the “SEC”) and first
mailed to Portec stockholders on February 26, 2010. Also on February 26, 2010, Portec filed with
the SEC a related Solicitation/Recommendation Statement on Schedule 14D-9, which was amended and
restated in its entirety by Amendment No. 9 to the
Solicitation/Recommendation Statement on Schedule 14D-9 that Portec filed with the SEC on May 18,
2010 (the “Solicitation/Recommendation Statement”). 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 stockholders are strongly advised to read
the Tender Offer Documents, the Solicitation/Recommendation Statement and other relevant materials
as they become available, because they contain important information about the Offer that should be
read carefully before any decision is made with respect to the Offer.
Portec stockholders 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 stockholders 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 stockholders 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.
Contact information: David Russo (412) 928-3450
drusso@lbfosterco.com
drusso@lbfosterco.com