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Insituform Technologies, Inc. Announces Agreements to Acquire The Bayou Companies and Corrpro Companies

CHESTERFIELD, MO, February 2, 2009 – Insituform Technologies, Inc. (Nasdaq Global Select Market: INSU) today announced the execution of definitive agreements to acquire The Bayou Companies, LLC and Corrpro Companies, Inc. for a combined purchase price of approximately $216 million, including the repayment of debt, in two independent transactions.  The Company is acquiring the business of The Bayou Companies, LLC in an asset acquisition for $125 million.  The Company is acquiring Corrpro Companies, Inc. in a merger transaction with an enterprise value of approximately $91 million.  The Company expects to close each acquisition by March 31, 2009.

Upon consummation of the transactions, Insituform will be one of the premier, full-spectrum providers of pipeline and corrosion protection services in North America.  The acquisitions will complement Insituform’s existing pipe protection capabilities, create cross-selling opportunities, significantly increase the global market opportunity of Insituform’s existing energy and mining business, and diversify the Company’s presence across end-markets.  Insituform’s energy and mining business revenues for the LTM period were $56.1 million and would have been $367.9 million on a pro forma basis for the same period.  The Company’s consolidated revenues for the twelve months ended September 30, 2008 were $529.4 million and would have been $845.0 million on a pro forma basis for the same period.

Bayou, a privately-held company headquartered in New Iberia, Louisiana, is a leading provider of products and services to the on-shore and off-shore oil and natural gas industries primarily in the Gulf of Mexico and North America.  Bayou’s products and services include internal and external pipeline coating, lining, weighting and insulation.  Bayou also provides specialty fabrication and services for off-shore deepwater installations, including project management and logistics.  For the twelve months ended September 30, 2008, Bayou had net sales of $125.7 million.

Corrpro, with principal offices in Houston, Texas and Medina, Ohio, is a premier North American provider of corrosion protection and pipeline maintenance services, predominately to customers in the energy and water infrastructure industries.  Corrpro provides a comprehensive line of fully-integrated corrosion protection products and services for structures including pipelines, above and below-ground storage tanks, offshore oil platforms and U.S. Navy ships. For the twelve months ended September 30, 2008, Corrpro had revenues of $186.1 million.

“These acquisitions provide a unique opportunity for us to transform our energy and mining business.  Going forward, we also will remain focused on our existing sewer and water businesses and are excited about how these platforms fit together,” said Joseph Burgess, Insituform’s President and Chief Executive Officer.

“What our three companies have in common, and what will drive our success going forward as one organization, is our shared business interest in providing products and services to protect pipes,” said Burgess.  “Whether it is through a pipe lining solution offered by Insituform, a coating solution offered by Bayou or a cathodic protection system offered by Corrpro, we will be able to provide the appropriate solution for almost every customer.”

Commenting on the acquisition, Jerry Shea, Managing Director, The Bayou Companies, said, "We are proud of our achievements as a family-owned company during the last 65 years, and are excited about working with Insituform.  This transaction provides a unique opportunity to offer complementary products and services to a broader set of customers globally."

"During the past three years, Corrpro has grown revenue by almost 50 percent.  We have refocused on our core business of corrosion protection, which is an excellent complement to Insituform’s energy and mining and water businesses.  We are excited about the new opportunities working with Insituform offers us, particularly in the municipal sector," said William Larkin, Corrpro’s President and Chief Executive Officer.

The transactions will be financed with debt and through a public equity offering. We plan to launch the equity offering on February 2, 2009. The offering will not be conditioned upon the completion of the proposed acquisitions.  The consummation of each acquisition is subject to customary conditions, including the availability of financing.

Merrill Lynch & Co. acted as exclusive financial advisor to Insituform in connection with its acquisitions of The Bayou Companies, LLC and Corrpro Companies, Inc.   Thompson Coburn LLP served as legal counsel.

A registration statement relating to the securities to be offered in our public equity offering has been filed with, and declared effective by, the Securities and Exchange Commission. This press release is neither an offer to sell nor a solicitation of an offer to buy the securities described herein. The offering of these securities is being made only by means of a prospectus and related prospectus supplement filed with the SEC as part of the Company’s registration statement. The prospectus and prospectus supplement will be available at no charge on the SEC’s Web site at www.sec.gov. When available, copies of the prospectus and prospectus supplement also may be obtained from Merrill Lynch & Co., Prospectus Department, 4 World Financial Center, New York, NY 10080.


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 or disruption. More information about Insituform is available on its website at www.insituform.com.

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 news release 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 news release are qualified by these cautionary statements.


Insituform®, the Insituform® logo and Insituform Blue® are the registered trademarks of Insituform Technologies, Inc. and its affiliates.


CONTACT:
Insituform Technologies, Inc.
David F. Morris, Senior Vice President and Chief Administrative Officer
636-530-8000

 

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