SCHEDULE
14A INFORMATION
Proxy
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Material Pursuant to Sec. 240.14a-12
Insituform Technologies,
Inc.
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On
May 12, 2008, Insituform Technologies, Inc. issued the following press
release.
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CONTACT:
David
A. Martin
Vice
President and Chief Financial Officer
Insituform
Technologies, Inc.
636-530-8000
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Matthew
Sherman / Dan Katcher
Joele
Frank, Wilkinson Brimmer Katcher
212-355-4449
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FOR
IMMEDIATE RELEASE
INSITUFORM
URGES STOCKHOLDERS TO FOLLOW RISKMETRICS’
RECOMMENDATION
AND VOTE FOR INSITUFORM’S DIRECTORS
ON
THE WHITE PROXY CARD TODAY
All
Three Leading Proxy Advisory Firms Agree that Handing Over Board Control to
Dissident
Hedge
Fund is Not in Best Interests of All Insituform Stockholders
Chesterfield, MO — May 12, 2008 — Insituform
Technologies, Inc. (Nasdaq Global Select Market: INSU) today urged stockholders
to follow last week’s recommendation from leading proxy advisory firm
RiskMetrics Group (formerly ISS) and vote FOR all of Insituform’s directors on
the Company’s WHITE proxy card today. In its May 8, 2008 report,
RiskMetrics noted that dissident Water Asset Management (WAM) had “not met its
burden of proving it is better able to increase value than the incumbent board”
and recommend that stockholder reject WAM’s attempt to take control of
Insituform at the Company’s Annual Meeting of Stockholders on May 19,
2008.
The
Company also issued the following statement in response to the report issued by
proxy advisory firm Proxy Governance, Inc.:
While we
disagree with many of the assertions and conclusion in the Proxy Governance
report, we think it is important to recognize that Proxy Governance believes
that stockholders will not be best served by handing over control of
Insituform’s Board to WAM. In its May 12, 2008 report, Proxy
Governance said it “remain[s] concerned the dissidents have not demonstrated
sufficient grounds to merit a change in control of the
board.” Notably, all three of the proxy advisory firms that have
evaluated this situation have concluded that replacing a majority of
Insituform’s Board with WAM’s slate of director nominees is NOT in the best
interests of all Insituform stockholders.
There is still time to vote the WHITE
proxy card to support your Board. 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 and
Clean Water for the World® are the
registered trademarks of Insituform Technologies, Inc. and its
affiliates.
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