PITTSBURGH, June 28 /PRNewswire-FirstCall/ -- On February 16, 2010, L.B. Foster Company
("L.B. Foster", Nasdaq: FSTR) and
its wholly owned subsidiary, Foster Thomas Company, entered into an
Agreement and Plan of Merger with Portec Rail Products, Inc.
("Portec", Nasdaq: PRPX). Pursuant to the merger agreement,
L.B. Foster, through its subsidiary,
commenced a tender offer for all of Portec's common stock at a
price of $11.71 per share. The
tender offer currently is set to expire on July 30, 2010 and is subject to all necessary
antitrust clearances under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.
L.B. Foster today announced that
the Court of Common Pleas of Allegheny
County, Pennsylvania has dissolved the preliminary
injunction issued on April 21, 2010,
which had enjoined the completion of L.B.
Foster's tender offer. Mr. Stan L. Hasselbusch, L.B. Foster's Chief Executive Officer,
commented, "We are pleased that this obstacle to L.B. Foster's acquisition of Portec has been
removed."
L.B. Foster also announced the
United States Department of Justice ("DOJ") informally has raised
antitrust concerns to L.B. Foster's
proposed acquisition of Portec. Stan Hasselbusch further
stated, "The DOJ has set forth a concern that the proposed
acquisition has potentially anti-competitive effects with respect
to the merged company's rail joint business. Although the DOJ
has not made a final determination, the DOJ may seek, as a
condition to the proposed acquisition, various restructuring
alternatives, possibly including the sale of certain assets
associated with the merged company's rail joint business.
L.B. Foster is evaluating this matter."
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.
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 is
headquartered in Pittsburgh,
PA.
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
(the "Solicitation/Recommendation Statement") with 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 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 Voltz,
(412) 928-3431, voltz@lbfosterco.com
SOURCE L.B. Foster Company