L.B. Foster, Portec again amend merger plan
Written by William C. Vantuono, Editor-in-ChiefL.B. Foster Co. and Portec Rail Products, Inc. announced Tuesday that they have executed a second amendment to the Plan of Merger dated Feb. 16, 2010, extending the “drop dead” date of the merger agreement from Aug. 31 until Dec. 31.
The announcement said that in exchange for Portec’s agreeing to the second extension, L.B. Foster has agreed to “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, 2010.”
“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,” said the prospective merger partners. “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.”
L.B. Foster also announced that it is extending its previously announced cash tender offer for all outstanding shares of common stock of Portec until midnight on Sept. 30. The offer was previously set to expire Aug. 30.
