Portec Rail Products, Inc. ("Portec") (Nasdaq:PRPX) today announced
that on June 24, 2010, the Court of Common Pleas of Allegheny
County, Pennsylvania (the "Court") issued an Order of Court
granting the Motion to Dissolve Preliminary Injunction in the case
styled In Re Portec Rail Products, Inc. Shareholders Litigation.
The Court had issued the preliminary injunction on April 21,
2010 enjoining the completion of the tender offer by L.B. Foster
Company ("L.B. Foster") for all of the outstanding shares of Portec
common stock and the related merger of Portec with and into L.B.
Foster. As a result of the Court's June 24, 2010 Order, Portec
and L.B. Foster are no longer prohibited by the Court from
completing the tender offer and merger.
Portec and L.B. Foster intend to continue to pursue the
completion of the tender offer and related merger, which remain
subject to certain closing conditions, including the tender of 65%
of the outstanding shares of Portec common stock and regulatory
approval.
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.
The Portec Rail Products, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=5957
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 Portec and 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 Portec's and
L.B. Foster'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. Portec 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 Portec and 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
Portec's or L.B. Foster's ability to control or
predict. Neither Portec nor L.B. Foster 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 Portec or L.B. Foster
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: Portec Rail Products, Inc.
John Pesarsick
(412) 782-6000
jpesarsick@portecrail.com
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