PITTSBURGH, December 10, 2010 /PRNewswire/ -- L.B. Foster
Company ("L.B. Foster", Nasdaq: FSTR) and Portec Rail Products,
Inc. ("Portec", Nasdaq: PRPX) , announce the signing of an Asset
Purchase Agreement ("APA") with Koppers, Inc., a wholly-owned
subsidiary of Koppers Holdings Inc. ("Koppers", NYSE: KOP). Koppers
will purchase the assets of Portec's rail joint business primarily
located at Portec's Huntington, WV
Plant. Revenues for this business in 2010 are estimated at
approximately $22 million. This
transaction is expected to close by year-end.
Consummation of the divestiture is subject to various conditions
including final approval by the Department of Justice Antitrust
Division ("DOJ"), entering into a consent order by Foster and
Portec to be filed and approved by a federal district court judge
and Foster's subsidiary notifying the depositary for its tender
offer for Portec's shares that it is accepting the tendered shares
for payment.
Stan L. Hasselbusch, President
and CEO of L.B. Foster stated, "We
are very pleased to announce the completion of this critical step
in our acquisition of Portec. We have worked diligently with the
DOJ to find an acceptable solution to their objections to our
acquisition. We are also pleased to be able to sell these assets to
Koppers, another Pittsburgh based
supplier to the rail industry."
Mr. Hasselbusch further stated, "We appreciate the tireless
efforts of the DOJ to cooperate with L.B.
Foster and Koppers to reach completion of this APA, and we
look forward to their expedited final approval of the divestiture
and their filing of the consent order papers."
Upon judicial approval, the antitrust condition in our tender
offer will be satisfied and L.B.
Foster will be able to close the tender offer and acquire
Portec assuming the other conditions of the tender offer are
satisfied.
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.
Media Contact: David Russo,
+1-412-928-3450, drusso@lbfosterco.com