Insituform Says It's Time for Stockholders to Put an End to Water Asset Management's Campaign of Misstatements, Distortions and Misrepresentations
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Insituform Technologies, Inc. (Nasdaq Global Select Market: INSU) today
urged stockholders to vote now on the Company’s
WHITE proxy card to protect the value of their investment in Insituform
and not hand over control of the Company and the Board of Directors to
dissident hedge fund Water Asset Management (WAM).
With the Company’s May 19, 2008 Annual Meeting
of Stockholders only days away, Insituform stockholders should not be
fooled by WAM’s serial misstatements,
distortions and misrepresentations.
What WAM Wants You To Believe:
What WAM Doesn’t
Tell You
WAM wants you to believe that it has the support of the proxy
advisory firms.
What WAM doesn’t tell you is that RiskMetrics
Group (formerly ISS), the nation’s leading
proxy advisory firm, has recommended that stockholders vote
FOR all of Insituform’s directors on the
Company’s WHITE proxy card.
Additionally, all three of the proxy advisory firms that have
evaluated this situation have concluded that handing control of
Insituform’s Board over to WAM and
replacing a majority of Insituform’s
Board with WAM’s director nominees is
NOT in the best interests of all Insituform stockholders.
WAM wants you to believe it has a well-thought out plan for
Insituform.
What WAM doesn’t tell you is that WAM’s
stated objective from the start was to undertake an ill-conceived
fire-sale of the Company in the worst M&A market in recent years,
and not hire a CEO.
As RiskMetrics observed: "We note that
the dissidents did not have any operating plan until very recently
and had primarily focused on the sale of the company.”*
WAM’s 11th
hour "plan” –
its third plan in five months – is
based on bogus numbers and simply recycles business improvement
programs already underway at Insituform.
WAM wants you to believe it is a long-term investor in Insituform.
What WAM doesn’t tell you is that WAM’s
principals have a history of shorting Insituform’s
stock.
A WAM affiliate, of which Messrs. Deane and Diserio are
principals, engaged in short trading of Insituform’s
stock in the second and third quarters of 2006.
WAM wants you to believe it has a long-standing investment track
record.
What WAM doesn’t tell you is that WAM
has been in existence for less than one year and that its
principals have no previous known investment track record.
Based on the limited publicly available information about WAM, WAM’s
only investments are in Insituform and one other $200,000
investment.
No public information is available regarding the size of TRF
Master Fund (Cayman) LP (a WAM affiliate), WAM’s
assets under management, the percentage of its assets tied up in
Insituform, WAM’s track record, the
record of the prior management firms of one of WAM’s
principals, Mr. Diserio, or the identity of WAM’s
investors.
WAM wants you to believe that Insituform’s
Board has not actively worked to enhance stockholder value.
What WAM doesn’t tell you is that since
well before the proxy contest began, Insituform’s
Board has actively led this Company and taken decisive steps to
enhance stockholder value and position Insituform for the future.
Insituform’s Board has:
Undertaken a comprehensive review of the Company’s
strategic alternatives, together with outside financial advisors
Developed and implemented a strategic plan to transform
Insituform from a company focused on sewer rehabilitation for
U.S. municipalities to one that is positioned to participate in
the global water industry through multiple products, geographies
and customer segments
Hired Joseph "Joe”
Burgess, a 20+ year water industry veteran, as the Company’s
new Chief Executive Officer
Managed the Company through a leadership transition. As
RiskMetrics noted: "The incumbent
board managed the company well during this transition period, as
indicated by new contract wins and the accompanying positive
market reaction to these announcements.”*
RiskMetrics concluded "…[W]e
believe that the board deserves credit for removing [former
CEO] Mr. Rooney, successfully
navigating the company during the transition period, and hiring a
new CEO – actions that have been
accompanied by positive market reaction.”*
WAM wants you to believe that its director nominees are qualified to
serve on Insituform’s Board.
What WAM doesn’t tell you is that:
Three of WAM’s nominees have NO
public company board experience and those same three
nominees are all WAM insiders.
Another WAM nominee, Senator Alfonse D’Amato,
has been criticized by independent proxy advisors for his poor
corporate governance as a director at scandal-plagued CA, Inc.
(formerly Computer Associates).
WAM’s nominees have NO operating
experience in the industries in which Insituform operates.
Notably, Messrs. Deane and Diserio, the two leading principals
of the WAM hedge fund, have NO relevant water experience. Mr.
Deane’s only experience in the water
industry is purchasing water rights, a real estate activity.
Protect the future value of your investment in Insituform. Don’t
hand over control of your Board to a dissident hedge fund which is only
looking to advance its own self-serving interests. Vote for
Insituform’s directors on the WHITE proxy
card today. Time is short, but stockholders can still vote the WHITE proxy card
to support their Board. It is important to remember that only the
latest dated proxy card counts. For this reason, stockholders are urged
to vote only Insituform’s WHITE proxy card
and to discard WAM’s blue proxy card. If
stockholders have previously voted a blue card, even to withhold their
vote from the dissident group’s nominees,
they are urged to please take the time today to vote the WHITE proxy
card. Stockholders with questions or who need assistance voting
their shares may call the Company’s proxy
solicitor, Innisfree M&A Incorporated, at (888) 750-5834.
* Permission to use quotations was neither sought nor obtained.
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.