The deal, announced Feb. 17, calls for L. B. Foster through a wholly owned acquisition subsidiary to make 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 CEO. "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 I, transit, short line and regional railroads and contractors in North America, as well as to governmental agencies and rail contractors globally."
"We couldn't be more pleased than to be joining forces with the Foster team," added Richard J. Jarosinski, Portec's president and CEO.
The companies target closing the transaction before the end of the second quarter. The deal is subject to conditions, including antitrust clearance and a tendering of at least 65 percent of Portec's outstanding shares.
L. B. Foster is a leading manufacturer, fabricator and distributor of products and services for the rail, construction, energy, utility and recreation markets with approximately 30 locations throughout the United States. Its railroad product line includes new rail products, relay rail, insulated rail joints, rail lubrication systems, rapid transit rail systems, and trackwork materials.
Portec has served both domestic and international rail markets by manufacturing, supplying and distributing a broad range of rail products, including rail anchors, rail spikes, railway friction management products and systems, rail joints, railway wayside data collection and data management systems and freight car securement systems. Portec also manufactures material handling equipment for industries outside of rail through its United Kingdom operation.