EXHIBIT 99.2
FOR IMMEDIATE RELEASE
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INSITUFORM AND XXXXXXXXX GROUP SIGN DEFINITIVE AGREEMENT
REGARDING COMPOSITION OF COMPANY'S BOARD
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St. Louis, Missouri -- July 25, 1997 -- Insituform Technologies,
Inc. (NASDAQ-NMS:INSUA) and a group led by two directors, Xxxxxx
Xxxxxxxxx and Xxxxxx Xxxxxxxxx, jointly announced today that they
have signed a definitive agreement to settle a dispute over the
composition of the Company's Board of Directors. The parties have
agreed to take the following actions:
The size of Insituform's board will be reduced from 13 to 9.
The Company's board will consist of seven current directors:
Xxxxxx X. Xxxxxxxxx, Xxxx X. Xxxxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx X. Xxxxx,
Xx., plus two new directors: Xxxxxxx Xxxxxxxxxx and another
director to be named later.
The staggered terms of directors will be eliminated. The then
incumbent board will be renominated at the 1998 annual
meeting.
Until the 1999 annual stockholder meeting, board vacancies are
to be determined by a committee consisting of Xx. Xxxxxxxxx
and Xx. Xxxxx, subject to confirmation of the board.
The new board arrangements replace the group arrangements put
in place at the time of the ITI/IMA combination in October
1995.
All parties agree that they will vote for the Company's
nominees at the 1997 and 1998 stockholder meetings, and will
not, prior to the 1999 annual meeting, call a stockholder
meeting or bring any business before a stockholder meeting or,
except in limited circumstances, solicit proxies or join a new
13D group.
The term of Xx. Xxxxxxxxx'x appointment as Vice Chairman is
extended by one year through December 1999.
The charter amendments necessary to implement the terms of this
agreement must be approved by stockholders.
Xx. Xxxxxx, Chief Executive Officer of Insituform, and Xx.
Xxxxxxxxx gave the following statement: "We are satisfied that this
agreement resolves the Company's corporate governance issues and
allows us to avoid a costly and time-consuming proxy fight. We are
committed to moving forward to implement the Company's restructing
plan and improving profitability."
Insituform Technologies, Inc. is a worldwide provider of
proprietary trenchless technologies for the rehabilitation and
improvement of sewer, water, gas and industrial pipe. Insituform
owns the worldwide rights to the Insituform(R) and NuPipe(R)
processes and exercises the exclusive rights in substantially all
of North America to the PALTEM(R) system and certain other products
under a license from Ashimori Industry Co. Ltd. Insituform also
owns the worldwide rights to the Tite Liner(R) process used
primarily to protect or restore pipes affected by abrasion or
corrosion. Through its Xxxxxxxxx, Inc. subsidiary, Insituform is
engaged in trenchless tunneling used in the installation of new
underground services. By providing specialized rehabilitation
technologies which eliminate or minimize disruptive digging,
Insituform provides cost-effective solutions for problems caused by
deteriorated pipe systems.
