Insituform Acquires Fyfe Group With Option to Purchase Int’l Operations

Insituform Technologies Inc. (Nasdaq global select market:INSU) has announced the execution of a definitive agreement to acquire the North American business of Fyfe Group, LLC for a purchase price of $115.8 million.
The company also was granted an option to acquire Fyfe Group’s Asian, European and Latin American operations. The Company expects to close the North American acquisition by Aug. 31.

Fyfe Group, based in San Diego, is a pioneer and industry leader in the development, manufacture and installation of fiber reinforced polymer (FRP) systems for the structural repair, strengthening and restoration of pipelines (oil, gas, water and wastewater), buildings (commercial, Federal, municipal, residential and parking garages), bridges and tunnels and waterfront structures. Led by founder and chairman Ed Fyfe and CEO Heath Carr, Fyfe Group has a comprehensive portfolio of patented and other proprietary technologies and products, including its Tyfo Fibrwrap System, the only carbon fiber solution on the market meeting 2009 International Building Code requirements. Fyfe Group’s product and service offering also includes pipeline rehabilitation, concrete repair, epoxy injection, corrosion mitigation and specialty coatings services. For 2010, Fyfe Group had North American revenues and EBITDA of approximately $45.1 million and $10.4 million, respectively.

Insituform CEO and president Joe Burgess stated, “The current addressable market for FRP composites for construction rehabilitation projects in the United States is approximately $650 million. We believe that this market will grow to more than $1.4 billion by 2016. Fyfe Group, through its existing proprietary technologies and based on its exemplary record of development and innovation of FRP products and solutions for this market, is well positioned to capture high value growth as FRP composite technologies gain further acceptance in high growth infrastructure markets.”

Burgess further stated, “Insituform’s acquisition of Fyfe Group will complement Insituform’s existing pipe protection capabilities, create cross-selling opportunities, increase the global market opportunity of Insituform’s existing business, and diversify the Company’s presence across end-markets. This acquisition also provides a unique opportunity for us to expand our business beyond pipelines, building upon our experience in protecting valuable infrastructure assets. We are excited how Fyfe Group’s business fits together with our existing platform.”

Commenting on the acquisition, Fyfe Group chairman Ed Fyfe said, “We 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. Fyfe’s history of innovation, technological development and leadership mirrors Insituform’s.”

Fyfe Group CEO Heath Carr stated, “The combined company will provide a product and service offering for the strengthening, protection and rehabilitation of valuable infrastructure assets that will rival any competitor. Insituform is perfectly positioned to help Fyfe Group achieve its growth objectives. The entire Fyfe team is excited about this relationship.”

Fyfe Group’s senior management team, including Ed Fyfe and Heath Carr, will remain with the company and be responsible for its day-to-day operations, growth and continued technological innovation following the closing.

Under the definitive agreement, Fyfe Group granted Insituform an option for a period of one year after the closing of the North America acquisition to acquire Fyfe Group’s international operations in Asia, Europe and Latin America at a purchase price to be negotiated by the parties at the time of exercise. For 2010, Fyfe Group’s international operations (excluding Canada) had revenues and an EBITDA margin of approximately $20 million and 20 percent, respectively. Subject to due diligence and discussions with Fyfe Group’s international partners, Insituform anticipates that the acquisition of Fyfe Group’s international operations would close prior to year end.

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