Insituform Mails Letter to Stockholders: President and CEO Joe Burgess Highlights Strategic Plan
Urges Stockholders to Vote FOR Insituform's Experienced Directors and Prevent the Dissident Stockholder from Taking Control of Your Company
Chesterfield, Mo., April 30, 2008 -- Insituform Technologies, Inc. (Nasdaq Global Select Market: INSU)
today announced that J. Joseph "Joe" Burgess, Insituform's President
and Chief Executive Officer, has mailed a letter to its stockholders in
connection with the Company's May 19, 2008 Annual Meeting of
Stockholders.
Insituform also filed with the Securities and Exchange Commission
("SEC") an investor presentation, which is available under the
"Investor Relations" section of the Company's website at http://www.insituform.com or at the SEC's website at www.sec.gov.
Insituform recommends stockholders vote FOR Insituform's directors on
the WHITE proxy card today and reject dissident stockholder Water Asset
Management's opposition slate.
The full text of Mr. Burgess' letter follows: April 30, 2008
Dear Fellow Stockholder:
As you may know, I joined Insituform almost a month ago as your
Company's new President and Chief Executive Officer. With this letter,
I would like to introduce myself briefly and share with you my thoughts
about our business and your Company's potential to create significant
value going forward. I am enthusiastic about the opportunities that
exist for Insituform and its stockholders, and confident that you have
a superior Board and management team working on your behalf.
I bring to Insituform over 20 years of experience in the global water,
sewer, energy and petrochemical industries, during the last five of
which I managed water and waste water operating services businesses at
Veolia Water North America, most recently as President and CEO. Prior
to joining Veolia, I was with Covanta Water for approximately 15 years.
During my 20+ year career I have gained significant experience in the
U.S. sewer and water markets, and was involved with a number of major
projects in South America, the Caribbean, Europe and Asia. As anyone in
the industry can tell you, sewer and water infrastructure in the U.S.
is aging and in need of immediate maintenance and repair-the same is
increasingly true on a global level. In fact, over the next 25 years,
the global unmet demand for sewer and water rehabilitation and
infrastructure is conservatively estimated to be more than $22 trillion!
To capitalize on these opportunities, your management team and Board
are implementing a strategic plan that has begun to deliver positive
results for your Company and its stockholders. This strategic plan
reflects my vision, priorities and objectives for Insituform and is
designed to improve our operational and financial performance and to
profitably grow your Company. Let me share with you what our primary
focus will be during the next 12 to 18 months: - Diversifying Insituform's business by exploiting high growth opportunities in the U.S. sewer rehabilitation market.
We are making great strides expanding our customer base in our North
American rehabilitation business. Our sales force is broadening its
focus beyond traditional urban clients to include new geographies and
suburban collar communities - communities located around our existing
urban clients. To further diversify our customer base and improve
profitability, we are also pursuing more negotiated work and higher
margin industrial work.
- Growing internationally and expanding into markets where demand is burgeoning and competition is more limited.
We are determined to expand our business into geographies where current
infrastructure does not meet current needs. For example, as part of a
ten-year plan by the City of Delhi, India to spend approximately $7.5
billion to rehabilitate its sewer and water systems, Insituform was
awarded late last year two sewer rehabilitation contracts totaling
$35.1 million. Together with our local partners, we are well-positioned
to grow rapidly, and I am confident that by penetrating this and other
underserved markets, we can achieve double-digit international revenue
growth. In addition, we see robust opportunities to expand our United
Pipeline Systems® gas and oil pipeline rehabilitation business
throughout the world and anticipate performing projects on five
continents during 2008.
- Continuing to develop products and services that
complement our existing businesses and can be marketed through
Insituform's global distribution network. We are constantly
working to expand and improve our product portfolio. For example,
through Insituform Blue®, our portfolio of products for our potable
water pipe rehabilitation business, we have been winning business
domestically and internationally. Recent awards include a $4.25 million
project to rehabilitate a century-old water main line beneath New York
City's Madison Avenue and a $7.7 million project to rehabilitate a
water pipeline under and around Hong Kong's Nathan Road. Our I Blue®
business has extraordinary growth prospects and by demonstrating the
cost-effective, non-invasive implementation of our I Blue® products, I
believe we can achieve $150 million in business within three to five
years.
I am confident that our 2008 performance will reflect a significant
improvement over our 2007 results. As I told analysts and investors on
our April 25th first quarter 2008 earnings conference call, I have
reviewed the Company's 2008 business plan as well as Wall Street's
estimates for this year, and I am confident that we will comfortably
out-perform the $0.54 2008 consensus EPS estimate. Insituform's
business has real momentum, as evidenced by the growth in backlog and
the series of major contract wins we have announced in the U.S. and
around the world. I am committed to ensuring that your Company
continues to execute on its strategic plan in 2008 and building on this
momentum for years to come.
I joined Insituform with the strong belief that your board of
directors, the rest of the management team and myself would be a great
partnership to bring this Company to new levels of success. I have
great respect for our people at every level: we have a hard working and
talented global workforce of 1,600 strong, an outstanding and proven
management team, and a board that is experienced, independent and
engaged. I share with the Board and your management team a confidence
that Insituform has the right plan and the right team in place to
execute that plan, and that together we can deliver sustainable and
profitable growth and enhanced value to our stockholders.
For all of these reasons, it is unfortunate that at this critical time
for Insituform a dissident hedge fund, Water Asset Management (WAM),
has chosen to wage a costly and distracting proxy contest at this
year's Annual Meeting. WAM, which has not put forth any ideas to
improve stockholder value, is attempting to seize control of your
Company and pursue a fire-sale of the Company-an irresponsible
proposition in the current economic environment and quite telling of
its self-serving agenda. More importantly, we believe WAM threatens the
future value of your investment.
I am confident that Insituform is on the right path to a stronger
future and increased value for all Insituform stockholders. I urge you
to support Insituform and vote the WHITE proxy card to elect your
Board's nominees.
Thank you for your consideration.
Very truly yours,
/s/ J. Joseph "Joe" Burgess
J. Joseph "Joe" Burgess
President and Chief Executive Officer
Insituform Technologies, Inc. Your Vote Is Important, No Matter How Many Or How Few Shares You Own.
If you have questions about how to vote your shares, or need additional
assistance, please contact the firm assisting us in the solicitation of
proxies: INNISFREE M&A INCORPORATED
Stockholders Call Toll-Free: (888) 750-5834
Banks and Brokers Call Collect: (212) 750-5833 IMPORTANT
We urge you NOT to sign any Blue proxy card sent to you by Water Asset Management.
If you have already done so, you have every legal right to change your vote by using the enclosed WHITE proxy card to vote TODAY — by telephone,
by Internet, or by signing, dating and returning the WHITE proxy card
in the postage-paid envelope provided.
Insituform recommends that all stockholders support its Board of
Directors and reject all of the dissident stockholder's nominees. It is
important to remember that only the latest dated validly executed and
timely received proxy counts in a contested election such as this. Vote
the WHITE proxy card today by telephone or internet to be sure your
proxy is received in time to be counted. Insituform stockholders who
have any questions or need assistance voting their WHITE proxy card
should contact Innisfree M&A Incorporated, which is assisting the
Company in this matter, toll-free at (888) 750-5834.
Stockholders are urged to vote only Insituform's WHITE proxy card and
to discard the dissident stockholder's blue proxy card. If stockholders
have previously voted a blue card, even to withhold their vote from the
dissident stockholder's nominees, they are urged to please take the
time today to vote the WHITE proxy card. About Insituform
Insituform Technologies, Inc. is a leading worldwide provider of
proprietary technologies and services for rehabilitating sewer, water
and other underground piping systems without digging and disruption.
More information about the Company can be found on its Internet site at
www.insituform.com. Additional Information
Insituform has filed a definitive proxy statement with the Securities
and Exchange Commission ("SEC") in connection with its 2008 Annual
Meeting. Insituform's stockholders are strongly advised to read the
definitive proxy statement carefully, as it contains important
information. Free copies of the definitive proxy statement, and any
amendments or supplements thereto, and other materials filed by
Insituform with the SEC will be available free of charge on the SEC's
website at www.sec.gov, on Insituform's website at www.insituform.com
under Investors/SEC or by directing requests to Insituform's proxy
solicitor, Innisfree M&A Incorporated, toll free at (888) 750-5834. Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. The Company makes
forward-looking statements in this document that represent the
Company's beliefs or expectations about future events or financial
performance. These forward-looking statements are based on information
currently available to the Company and on management's beliefs,
assumptions, estimates and 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 the Company's Annual Report on Form 10-K for the year ended December
31, 2007, as filed with the Securities and Exchange Commission on March
10, 2008. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed 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 the Company 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 the Company in this
document are qualified by these cautionary statements.
Insituform®, the Insituform® logo, Insituform Blue®, United Pipeline
Systems® and Clean Water for the World® are the registered trademarks
of Insituform Technologies, Inc. and its affiliates. CONTACT:
David A. Martin
Vice President and Chief Financial Officer
Insituform Technologies, Inc.
636-530-8000
Matthew Sherman / Dan Katcher
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
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