Wednesday, February 17, 2010

L. B. Foster Company to acquire Portec Rail Products

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L. B. Foster Company and Portec Rail Products, Inc., both headquartered in Pittsburgh, jointly announced the signing of an Agreement and Plan of Merger 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 percent of Portec's outstanding shares being tendered and customary closing conditions, and is expected to close before the end of the second quarter 2010.

L. B. Foster will host a conference call to discuss the transaction at 2 p.m. 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 Stan Hasselbusch, President and Chief Executive Officer.

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