L.B. Foster Company (the “Company”) (NASDAQ: FSTR) today announced
that it has reached an agreement with 22NW, LP, one of the
Company’s largest shareholders, and various related parties.
Pursuant to the agreement, the Company has
invited Alexander B. Jones to serve as a non-voting Board Observer,
effective immediately. Mr. Jones is currently a Research Analyst at
22NW where he oversees the firm’s investments in the industrials,
materials, consumer, and other cyclical sectors.
Raymond T. Betler, L.B. Foster Company
Chairman of the Board of Directors, commented on the
agreement, “We are pleased to have reached this agreement with
22NW. As we continue to execute on our strategic transformation
plan, we look forward to having the benefit of Alex’s perspectives
and insights, particularly on issues like capital allocation,
material corporate transactions, investor communications, and
additional opportunities for us to enhance shareholder value.”
Aron R. English, 22NW’s Portfolio Manager,
commented “We appreciate the constructive dialogue we have had with
L.B. Foster over the past year. We are excited about the progress
that L.B. Foster has made in executing on its strategic
transformation and believe that, through closer, more regular
collaboration with the L.B. Foster Board and management team, we
can be helpful to the Company in its ongoing efforts to enhance
value for all shareholders.”
In the Agreement, L.B. Foster and 22NW have also
agreed to customary standstill, voting, and other provisions. The
complete agreement between L.B. Foster and 22NW will be filed with
the SEC as an exhibit to a Form 8-K.
About L.B. Foster
Company
Founded in 1902, L.B. Foster
Company is a global solutions provider of engineered,
manufactured products and services that builds and supports
infrastructure. The Company’s innovative engineering and product
development solutions address the safety, reliability, and
performance needs of its customers’ most challenging requirements.
The Company maintains locations in North America, South
America, Europe, and Asia. For more information, please
visit www.lbfoster.com.
About 22NW, LP
22NW, LP is a Seattle-based investment firm
that specializes in small and microcap investments that have
multi-year investment horizons.
Forward-Looking Statements
This release may contain forward-looking
statements within the meaning of Section 21E of the Securities and
Exchange Act of 1934, as amended, and Section 27A of the Securities
Act of 1933, as amended. Forward-looking statements include any
statement that does not directly relate to any historical or
current fact. Sentences containing words such as “believe,”
“intend,” “plan,” “may,” “expect,” “should,” “could,” “anticipate,”
“estimate,” “predict,” “project,” or their negatives, or other
similar expressions of a future or forward-looking nature generally
should be considered forward-looking statements. Forward-looking
statements in this release are based on management's current
expectations and assumptions about future events that involve
inherent risks and uncertainties and may concern, among other
things, L.B. Foster Company’s (the “Company’s”) expectations
relating to our strategy, goals, projections, and plans regarding
our financial position, liquidity, capital resources, and results
of operations and decisions regarding our strategic growth
initiatives, market position, and product development. While the
Company considers these expectations and assumptions to be
reasonable, they are inherently subject to significant business,
economic, competitive, regulatory, and other risks and
uncertainties, most of which are difficult to predict and many of
which are beyond the Company’s control. The Company cautions
readers that various factors could cause the actual results of the
Company to differ materially from those indicated by
forward-looking statements. Accordingly, investors should not place
undue reliance on forward-looking statements as a prediction of
actual results. Among the factors that could cause the actual
results to differ materially from those indicated in the
forward-looking statements are risks and uncertainties related to:
the COVID-19 pandemic, and any future global health crises, and the
related social, regulatory, and economic impacts and the response
thereto by the Company, our employees, our customers, and national,
state, or local governments; volatility in the prices of oil and
natural gas and the related impact on the midstream energy markets,
which could result in cost mitigation actions, including shutdowns
or furlough periods; a continuation or worsening of the adverse
economic conditions in the markets we serve, including recession,
whether as a result of the COVID-19 pandemic or otherwise,
including its impact on labor markets and supply chains,
macroeconomic factors, including the impact of inflation and
pricing pressures, travel and demand for oil and gas, the continued
volatility in the prices for oil and gas, governmental travel
restrictions, project delays, and budget shortfalls, or otherwise;
volatility in the global capital markets, including interest rate
fluctuations, which could adversely affect our ability to access
the capital markets on terms that are favorable to us; restrictions
on our ability to draw on our credit agreement, including as a
result of any future inability to comply with restrictive covenants
contained therein; a continuing decrease in freight or transit rail
traffic, including as a result of the ongoing COVID-19 pandemic,
strikes, or labor stoppages; environmental matters, including any
costs associated with any remediation and monitoring of such
matters; the risk of doing business in international markets,
including compliance with anti-corruption and bribery laws, foreign
currency fluctuations, and trade restrictions or embargoes; our
ability to effectuate our strategy, including cost reduction
initiatives, and our ability to effectively integrate acquired
businesses or to divest businesses, such as the recent dispositions
of the Track Components, Piling, and IOS Test and Inspection
businesses, and acquisitions of the Skratch Enterprises Ltd.,
Intelligent Video Ltd., and VanHooseCo Precast LLC businesses and
to realize anticipated benefits; costs of and impacts associated
with shareholder activism; continued customer restrictions
regarding the on-site presence of third party providers due to the
COVID-19 pandemic; the timeliness and availability of materials
from our major suppliers, including any continuation or worsening
of the disruptions in the supply chain experienced as a result of
the COVID-19 pandemic, as well as the impact on our access to
supplies of customer preferences as to the origin of such supplies,
such as customers’ concerns about conflict minerals; labor
disputes; cyber-security risks such as data security breaches,
malware, ransomware, “hacking,” and identity theft, which could
disrupt our business and may result in misuse or misappropriation
of confidential or proprietary information, and could result in the
disruption or damage to our systems, increased costs and losses, or
an adverse effect to our reputation; the continuing effectiveness
of our ongoing implementation of an enterprise resource planning
system; changes in current accounting estimates and their ultimate
outcomes; the adequacy of internal and external sources of funds to
meet financing needs, including our ability to negotiate any
additional necessary amendments to our credit agreement or the
terms of any new credit agreement, and reforms regarding the use of
SOFR as a benchmark for establishing applicable interest rates; the
Company’s ability to manage its working capital requirements and
indebtedness; domestic and international taxes, including estimates
that may impact taxes; domestic and foreign government regulations,
including tariffs; economic conditions and regulatory changes
caused by the United Kingdom’s exit from the European Union;
geopolitical conditions, including the conflict in Ukraine; a lack
of state or federal funding for new infrastructure projects; an
increase in manufacturing or material costs; the loss of future
revenues from current customers; and risks inherent in litigation
and the outcome of litigation and product warranty claims. Should
one or more of these risks or uncertainties materialize, or should
the assumptions underlying the forward-looking statements prove
incorrect, actual outcomes could vary materially from those
indicated. Significant risks and uncertainties that may affect the
operations, performance, and results of the Company’s business and
forward-looking statements include, but are not limited to, those
set forth under Item 1A, “Risk Factors,” and elsewhere in our
Annual Report on Form 10-K for the year ended December 31,
2022, or as updated and amended by our other periodic filings with
the Securities and Exchange Commission.
The forward-looking statements in this release
are made as of the date of this release and we assume no obligation
to update or revise any forward-looking statement, whether as a
result of new information, future developments, or otherwise,
except as required by the federal securities laws.
Investor Relations:
Stephanie Listwak(412)
928-3417investors@lbfoster.com
L.B. Foster Company415 Holiday DriveSuite
100Pittsburgh, PA 15220
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