Exhibit (a) (5) (J)
L.B. Foster and Portec Announce Second Amendment to Merger Agreement and extension of Tender
PITTSBURGH, PA, — August 30, 2010 — 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 sh