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
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.