Aegion Corporation Formed to Serve as New Parent Holding Company for Insituform Technologies and its Subsidiaries
26 10월 2011 - 6:42AM
Business Wire
Insituform Technologies, Inc. (Nasdaq Global Select Market:
INSU) today announced the completion of an internal reorganization
whereby a new Delaware parent holding company, Aegion Corporation,
has been created to provide corporate and administrative services
for its operating subsidiaries (Insituform Technologies, The Bayou
Companies, Corrpro Companies, United Pipeline Systems, CRTS,
Fibrwrap Construction Services and Fyfe). In the new structure,
Aegion replaces Insituform as the public company, and Insituform
and its former direct subsidiaries are now direct subsidiaries of
Aegion. Aegion’s common stock is traded on the Nasdaq Global Select
Market under its new symbol “AEGN.”
Upon completion of the reorganization and without any action on
the part of the Insituform stockholders, each share of Insituform
common stock (with its attached preferred stock right) was
converted into one share of Aegion common stock (with an attached
preferred stock right). The management and board of directors of
Aegion are identical to that of Insituform prior to the
reorganization, as are the certificate of incorporation, bylaws and
other corporate governance documents.
J. Joseph Burgess, President and Chief Executive Officer of
Insituform, and now Aegion, said: “There are inflection points in
every company’s evolution, moments that reflect a major shift in
strategy. That moment came for Insituform in 2011 when for the
first time our global sewer contracting business will represent
less than 50 percent of our revenue, after representing
approximately 88 percent of our revenue in 2007. This transition
was the direct result of the implementation of our strategic plan
to diversify into higher growth and higher return products and
services in the energy and mining and high growth commercial and
structural rehabilitation markets.”
Burgess continued: “The Insituform name represents where we came
from. It identified the flagship technology that is closely aligned
to the trenchless sewer rehabilitation business upon which this
company depended for so many years. As one of that industry’s most
powerful and recognizable brands, we will continue to use the
Insituform name for our subsidiaries and products that operate in
the water and wastewater business segments.”
“This company has now developed beyond those roots. Aegion (a
combination of the Greek roots 'Aegis' meaning a protective shield
and 'Eon' meaning a long period of time) reflects our new mission
of extending our leadership capabilities to furnish products and
services to provide long-term protection for water and wastewater
pipes, oil and gas pipelines, as well as commercial and
governmental structures and transportation infrastructure. Our new
corporate name and our new corporate structure are recognition of
the company’s strategy to continue development in these new
directions.”
“We also expect that the new holding company structure will
allow us to reorganize our various operating subsidiaries in a more
tax efficient manner, facilitate a more cost-effective repatriation
of cash to the United States and better manage possible legal
liabilities.”
The formation of the holding company will not have any federal
or state tax consequences to the stockholders of Insituform.
Stockholders will not be required to do anything to convert their
Insituform shares and the accompanying preferred stock rights to
Aegion shares and preferred stock rights. Share certificates
evidencing Insituform shares and rights will, automatically and
without any further action, be deemed to evidence an identical
number of shares and rights of Aegion. As Insituform share
certificates are presented to the transfer agent for transfers in
the ordinary course, Aegion stock certificates will be issued to
the new stockholders. If any stockholder wishes to exchange the
current Insituform stock certificate for an Aegion certificate
prior to an ordinary course transfer of the underlying shares, the
stockholder may do so by contacting American Stock Transfer
Company, the Company’s transfer agent, at American Stock Transfer
& Trust Company, LLC, Attn. Shareholder Services Department,
6201 15th Avenue, Brooklyn, New York 11219, telephone no:
1-800-937-5449 for instructions as to how to complete the
exchange.
About Aegion Corporation (formerly Insituform Technologies,
Inc.)
Aegion Corporation is a holding company for Insituform
Technologies and each of the operating companies that were formerly
subsidiaries of Insituform (Bayou Companies, Corrpro Companies,
United Pipeline Systems, CRTS, Fibrwrap Construction Services and
Fyfe Co.). The combined operating companies make Aegion a global
leader in infrastructure protection, providing proprietary
technologies and services to protect against the corrosion of
industrial pipelines and for the rehabilitation and strengthening
of sewer, water, energy and mining piping systems and buildings,
bridges, tunnels and waterfront structures. More information about
Aegion can be found on its internet site at www.aegion.com.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a
“safe harbor” for forward-looking statements. We make
forward-looking statements in this new release that represent our
beliefs or expectations about future events or financial
performance. These forward-looking statements are based on
information currently available to us and on management’s beliefs,
assumptions, estimates or projections and are not guarantees of
future events or results. When used in this document, the words,
“anticipate,” “estimate,” “believe,” “plan,” “intend,” “may,”
“will” and similar expressions are intended to identify
forward-looking statements, but are not the exclusive means of
identifying such statements. Such statements are subject to known
and unknown risks, uncertainties and assumptions, including those
referred to in the “Risk Factors” section of our Annual Report on
Form 10-K for the year ended December 31, 2010, as filed with the
Securities and Exchange Commission under the name Insituform
Technologies, Inc. on February 28, 2011, and in our subsequent
quarterly reports on Form 10-Q. In light of these risks,
uncertainties and assumptions, the forward-looking events may not
occur. In addition, our actual results may vary materially from
those anticipated, estimated, suggested or projected. Except as
required by law, we do not assume a duty to update forward-looking
statements, whether as a result of new information, future events
or otherwise. Investors should, however, review additional
disclosures made by us from time to time in its periodic filings
with the Securities and Exchange Commission. Please use caution and
do not place reliance on forward-looking statements. All
forward-looking statements made by us in this news release are
qualified by these cautionary statements.
Insituform®, Aegion™, the Insituform® logo and the Aegion™ logo
are the registered and unregistered trademarks of Aegion
Corporation and its affiliates.
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