Aegion Corporation Announces New $5 Million Share Repurchase Plan
Aegion Corporation (Nasdaq Global Select Market: AEGN) today announced that its Board of Directors has authorized a new program to repurchase up to $5.0 million of the Company's common stock during the balance of the 2012 calendar year. The Company previously repurchased $5.0 million of the Company's common stock in the third quarter of 2011 at a weighted average price of $15.34 per share and $5.0 million of the Company's common stock in the first quarter of 2012 at a weighted average price of $16.13 per share, pursuant to the terms of a stock purchase program previously announced on October 10, 2011. The amounts previously repurchased constituted the maximum that Aegion was permitted to repurchase in any calendar year under the terms of its credit facility. On November 2, 2012, the Company executed an amendment to its credit facility to allow for the additional $5.0 million repurchase in the fourth quarter of 2012.
Aegion has engaged Merrill Lynch, Pierce, Fenner & Smith as its exclusive broker to execute its stock purchase program under a trading plan that has been established in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. Rule 10b5-1 permits Merrill Lynch to continue to purchase shares on Aegion's behalf even during periods when Aegion is in possession of undisclosed earnings or other material, non-public information about the Company pursuant to pre-arranged parameters instituted during an open window period. Repurchases can be made on the open market or otherwise. The plan is effective until December 31, 2012 or, if earlier, upon the repurchase of $5.0 million of the Company's stock under the plan.
J. Joseph Burgess, President and Chief Executive Officer of Aegion, said: “We are very pleased with the Board's decision to approve this new stock repurchase plan. We continue to believe that the market value of our stock does not fully reflect the true value of our businesses. We consider this repurchase program, coupled with the previous $10.0 million stock repurchase program, as an effective use of cash to enhance stockholder value.”
The new stock repurchase plan will be effected in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, which includes certain restrictions including one with respect to the number of shares that may be purchased in a single day (subject to certain exceptions for block purchases) based on the average daily trading volume of the Company's shares on the NASDAQ Global Select Market during the four calendar weeks preceding the week in which a purchase is to be effected.
As required under the federal securities laws, Aegion will report in each of its quarterly reports and in its annual report, its repurchases of shares by month for the most recently completed quarter, including the average prices paid and the approximate dollar value of the shares yet to be purchased under the program.
About Aegion Corporation
Aegion Corporation is a global leader in infrastructure protection, providing proprietary technologies and services to protect against the corrosion of industrial pipelines and for the rehabilitation and strengthening of sewer, water, energy and mining piping systems and buildings, bridges, tunnels and waterfront structures. More information about Aegion can be found on its internet site at www.aegion.com.
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. The Company makes forward-looking statements in this news release 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 or 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, 2011, as filed with the Securities and Exchange Commission on February 29, 2012, and in the Company's subsequent quarterly reports on Form 10-Q. In light of these risks, uncertainties and assumptions, the forward-looking events may not occur. In addition, the Company's actual results may vary materially from those anticipated, estimated, suggested or projected. Except as required by law, the Company does 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 news release are qualified by these cautionary statements.
Aegion™ and the Aegion™ logo are the unregistered trademarks of Aegion Corporation and its affiliates.
David F. Morris, 636-530-8000
Senior Vice President and Chief Administrative Officer