SCHEDULE
14A INFORMATION
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Insituform Technologies,
Inc.
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Beginning
on May 12, 2008, Insituform Technologies, Inc. sent the following letter
from Alfred L. Woods to its stockholders.
May 9,
2008
Dear
Fellow Stockholder:
LEADING
PROXY ADVISORY FIRM RECOMMENDS STOCKHOLDERS VOTE FOR INSITUFORM
DIRECTORS
Insituform’s
May 19 Annual Meeting of Stockholders is just days away, and your vote is very
important. We wanted to let you know of an important new
development. Leading proxy advisory firm RiskMetrics Group (formerly
Institutional Shareholder Services) has recommended that Insituform stockholders
vote FOR all of Insituform’s directors on the Company’s WHITE proxy card at the
Company’s Annual Meeting of Stockholders on May 19, 2008. The
enclosed press release provides more information about RiskMetrics’
recommendation.
PROTECT
YOUR INVESTMENT: VOTE THE WHITE PROXY CARD TODAY
The
entire Insituform Board is committed to enhancing stockholder value by
successfully implementing the Company’s strategic plan. There is
still time for you to follow the RiskMetrics recommendation and vote FOR your
directors. To ensure that your vote is represented at the meeting, we
urge you to vote TODAY by Internet or by telephone. If you have voted a blue
proxy card sent to you by dissident stockholder Water Asset Management (“WAM”),
you can still vote the WHITE proxy card and support your Board and
Company.
Thank you
again for your continued support of Insituform.
On behalf
of the Board of Directors,
Alfred L.
Woods
Chairman
TIME
IS SHORT AND YOUR VOTE IS IMPORTANT
To
insure that your vote is represented at the meeting, we urge you to vote
TODAY
by
Internet or telephone by following the simple instructions
on
the enclosed WHITE proxy card
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
|
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
|
FOR
IMMEDIATE RELEASE
LEADING
PROXY ADVISORY FIRM RISKMETRICS GROUP RECOMMENDS
STOCKHOLDERS
VOTE FOR INSITUFORM DIRECTORS
Chesterfield, MO — May 9, 2008 — Insituform
Technologies, Inc. (Nasdaq Global Select Market: INSU) today announced that
RiskMetrics Group (formerly Institutional Shareholder Services), recommends that
Insituform stockholders vote FOR all of Insituform’s directors on the Company’s
WHITE proxy card today and prevent Water Asset Management from taking
control of Insituform at the Company’s Annual Meeting of Stockholders on May 19,
2008. RiskMetrics Group is a leading proxy advisory firm whose
recommendations are relied upon by hundreds of major institutional investment
firms, mutual funds and other fiduciaries throughout the country.
In its
May 8, 2008 report, RiskMetrics said:
“Regarding
Water Asset Management, we note that it is a new fund with no publicly available
track record of creating shareholder value through active board
participation.”*
RiskMetrics
also stated that:
“[We]
believe that the dissidents’ emphasis on selling the company without hiring a
CEO may not have been appropriate. Shareholders have benefited by the board’s
decision to pursue the strategic plan under a new CEO. We note that the
company’s share price increased by 26.6 percent between Dec. 7, 2007 (the date
dissidents sent their letter to the board) and April 25, 2008 (announcement of
dissidents operating plan), compared to a decline of 19.23 percent in North
America DS Water Index and 10.60 percent in S&P World Water Index, during
the same period.”*
RiskMetrics
further noted that:
“[We]
note that the company’s stock price has increased by 20.8 percent since Joe
Burgess
assumed
the CEO position, compared to the 4.6 percent increase in Water Index during the
same period. Our review of analyst reports and the increase in company’s stock
price since Joe Burgess took over, suggests that the market generally likes the
incumbent board’s plan.”*
RiskMetrics
concluded:
“…the dissidents have not met its burden of proving it is better able to
increase value than the incumbent board. As such, given that the company’s
strategic plan under the new management has successfully enhanced shareholder
value; the dissidents’ focus has primarily been on selling the company until
very recently; the lack of dissident nominees water-related operating
experience; the lack of a detailed plan by the dissidents; the similarity
between the dissidents proposed plan and the plan being implemented by the
company, we recommend that shareholders vote on the WHITE ballot and vote FOR
all management nominees.” *
J. Joseph
“Joe” Burgess, Insituform’s President and Chief Executive Officer, said, “We are
pleased that RiskMetrics supports the election of Insituform’s
directors. The RiskMetrics recommendation reaffirms our belief that
we have the right Board in place as we continue to execute the Company’s
strategic plan to drive sustainable and profitable growth. We
strongly urge all Insituform stockholders to vote FOR Insituform’s Board
nominees on the WHITE proxy card and reject the Water Asset Management nominees.
We look forward to continuing to build a stronger future for Insituform and all
of our shareholders.”
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.
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.