L.B. Foster Company (NASDAQ: FSTR) (“L.B. Foster” or the
“Company”), a global technology solutions provider of products and
services for the rail and infrastructure markets, today announced
that, pursuant to the Cooperation Agreement dated January 25, 2024
between the Company and 22NW, LP, the Company’s largest
shareholder, and certain affiliated persons thereof, the Company
will nominate Mr. Alexander B. Jones for election to its
eight-member Board of Directors at the 2024 Annual Meeting of
Shareholders. Mr. Jones will fill the vacancy created by the
retirement of Mr. Dirk Jungé who cannot stand for reelection to the
L.B. Foster Board under the terms of the Company’s Corporate
Governance Guidelines. Mr. Jones has served as a Board Observer at
the Company since April of 2023 pursuant to a prior Cooperation
Agreement dated April 6, 2023, that the Company entered into with
22NW, LP and certain affiliated persons thereof. Mr. Jones is a
Vice President and Senior Research Analyst at 22NW, LP, where he
oversees the firm’s investments in the industrials, materials, and
consumer sectors. Mr. Jones will continue in his role as a Board
Observer through the 2024 Annual Meeting.
Raymond T. Betler, L.B. Foster Chairman of the Board of
Directors, stated, “I want to thank Dirk Jungé for his many years
of service and excellent contributions to the L.B. Foster Board and
wish him well in his retirement.” He continued, “We are pleased to
nominate Alex to serve on the L.B. Foster Board. Alex’s
contributions as a Board Observer have been positive and
constructive and we look forward to his input and perspective as a
Board member as we continue to execute on our strategic
transformation plan.”
Aron R. English, 22NW’s Portfolio Manager and Founder,
commented, “We appreciate the constructive dialogue we have had
with L.B. Foster over the years. We remain supportive of the
actions the Company has taken to date executing on its strategic
transformation and look forward to Alex’s contributions to the
Board for the benefit of all shareholders.”
Alexander B. Jones, Vice President, and Senior Research Analyst
at 22NW, LP commented, “I am honored to be nominated to serve on
the L.B. Foster Board. I look forward to continuing to work
constructively with management and the Board on critical topics
relevant for all shareholders including investor communication and
capital allocation.”
Pursuant to the Cooperation Agreement, L.B. Foster and 22NW have
also agreed to customary standstill, voting, confidentiality, and
other provisions. The complete Cooperation Agreement between L.B.
Foster and 22NW and certain affiliated persons thereof 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 technology
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 customer's
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 a multiyear investment
horizon.
Forward-Looking Statements
This release may contain “forward-looking” statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as amended.
Forward-looking statements provide management's current
expectations of future events based on certain assumptions and
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 relate
to, among other things, our strategy, goals, projections, and plans
regarding our financial position, liquidity, capital resources, and
results of operations as well as our strategic transformation,
value enhancement, and growth initiatives, market position, and
product development. While the Company considers the expectations
and assumptions underlying these statements 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: 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; a
continuation or worsening of the adverse economic conditions in the
markets we serve, including recession, 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 decrease in freight or transit rail traffic;
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
inflation, 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, Chemtec, and Ties 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; the timeliness
and availability of materials from our major suppliers, 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; cybersecurity 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 and Israel; 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/or amended and by our other current or periodic
filings with the Securities and Exchange Commission (including all
amendments to those filings).
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.
Marketing & Communications:Caroline
Toplak(412) 928-3540ctoplak@lbfoster.com
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