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


PITTSBURGH, Aug. 30 -- L.B. Foster Company ("L.B. Foster", Nasdaq: FSTR) and Portec Rail Products, Inc. ("Portec", Nasdaq: PRPX) today announced that they have executed a second amendment (the "Second Amendment") to the Agreement and Plan of Merger dated February 16, 2010 ("Merger Agreement"), which was initially amended on May 13, 2010. Pursuant to the Second Amendment, L.B. Foster and Portec agreed to extend the "drop dead" date of the Merger Agreement from August 31, 2010 until December 30, 2010. 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 December 30, 2010.

The primary obstacle to the acquisition has been the antitrust concerns of the Antitrust Division of the Department of Justice ("DOJ"), 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, WV 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 Company, for all outstanding shares of common stock of Portec until 12:00 midnight, New York City time, on September 30, 2010. The tender offer was previously set to expire at midnight, New York City Time on August 30, 2010.

As of August 30, 2010, 7,784,297 shares of common stock had been tendered in and not withdrawn from the offer.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% of the outstanding shares of common stock.

About Portec Rail Products, Inc.

Established in 1906, Portec serves both domestic and international rail markets by manufacturing, supplying and distributing a broad range of rail products, 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 the rail transportation sector through its United Kingdom operation. Portec operates through its four global business segments: Railway Maintenance Products (Salient Systems), Shipping Systems, Portec Rail Nova Scotia Company in Canada (Kelsan friction management, rail anchor and spike products), and Portec Rail Products, Ltd. in the UK (material handling and Coronet Rail products). Portec Rail Products is headquartered in Pittsburgh, PA.

About L.B. Foster Company

L.B. Foster is a leading manufacturer, fabricator and distributor of products and services for the rail, construction, energy and utility markets with approximately 30 locations throughout the United States. The Company was founded in 1902 and is headquartered in Pittsburgh, PA. Please visit our Website: www.lbfoster.com.

Source: L.B. Foster Company

CONTACT:

David Russo,

L.B. Foster Company,

+1-412-928-3450,

drusso@lbfosterco.com

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