L.B. Foster and Portec Announce Second Amendment to Merger Agreement and Extension of Tender Offer

PITTSBURGH — L.B. Foster Co. and Portec Rail Products Inc. announced that they have executed a second amendment to the Agreement and Plan of Merger dated Feb. 16, which was initially amended on May 13.

Pursuant to the Second Amendment, L.B. Foster and Portec agreed to extend the “drop dead” date of the Merger Agreement from Aug. 31 until Dec. 30. In exchange for Portec agreeing to the extension, L.B. Foster has agreed to both increase the tender offer share price from $11.71 per share to $11.80 per share and, subject to certain conditions, pay Portec $2 million should the transaction not close by Dec. 30.

The primary obstacle to the acquisition has been the antitrust concerns of the Antitrust Division of the Department of Justice, particularly related to Portec’s domestic joint business.

Although there can be no assurance that L.B. Foster will satisfy the DOJ’s antitrust concerns, L.B. Foster believes that the DOJ should approve the transaction if assets relating to the joint business of Portec’s Huntington, W.Va., facility are divested to a viable buyer. Readers are cautioned to read the Second Amendment which is being filed with an amendment to L.B. Foster’s tender offer documents filed with the Securities and Exchange Commission.

In connection with the execution of the Second Amendment, L.B. Foster also announced today that it is extending its previously announced cash tender offer, through its wholly-owned subsidiary Foster Thomas Co., for all outstanding shares of common stock of Portec until 12:00 midnight, New York City time, on Sept. 30. The tender offer was previously set to expire at midnight, New York City Time on Aug. 30.

As of Aug. 30, 7,784,297 shares of common stock had been tendered in and not withdrawn from the offer. These tendered shares, in addition to the 185,500 shares that L.B. Foster already owns, constituted 82.96 percent of the outstanding shares of common stock.