L.B. Foster Announces Dissolution of Preliminary Injunction on Proposed Acquisition of Portec Rail Products

PITTSBURGH — On Feb. 16, L.B. Foster Co. and its wholly owned subsidiary, Foster Thomas Company, entered into an Agreement and Plan of Merger with Portec Rail Products, Inc.

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 and is subject to all necessary antitrust clearances under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

L.B. Foster on June 28 announced that the Court of Common Pleas of Allegheny County, Penn., has dissolved the preliminary injunction issued on April 21, which had enjoined the completion of L.B. Foster’s tender offer.

“We are pleased that this obstacle to L.B. Foster’s acquisition of Portec has been removed,” Stan L. Hasselbusch, L.B. Foster’s CEO, said.

L.B. Foster also announced the United States Department of Justice informally has raised antitrust concerns to L.B. Foster’s proposed acquisition of Portec.

“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,” Hasselbusch said. “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.”