Aegion to Acquire Underground Solutions for $85 Million

Aegion Corp. recently announced a definitive agreement to acquire Underground Solutions, Inc., known for its fusible PVC products that are used in water, wastewater and conduit applications. The acquisition is part of several actions planned by Aegion in an effort to deliver sustainable growth and address the market realities in the North American energy markets.

Aegion will acquire Underground Solutions for $85 million in cash. The transaction is expected to close during the first quarter of 2016.

?In today?s challenging business environment, we are continually evaluating our exposure to the end markets we serve,? said Aegion president and CEO Charles R. Gordon. ?To that end, we announced an investment in our capabilities to rehabilitate pressure pipelines for water and wastewater applications by acquiring Underground Solutions Inc., an established provider of a patented fusible PVC technology.?

Several key members of Underground Solutions? senior management, who average more than 20 years of industry experience, will join Aegion to form an expanded team dedicated to trenchless rehabilitation of existing pressure pipelines.

Underground Solutions? patented fusible polyvinyl chloride (fusible PVC) products focus on the rehabilitation of pressure pipelines, primarily in North America. Underground Solutions uniquely complements Aegion?s Infrastructure Solutions platform that includes pressure pipe rehabilitation technologies InsituMain, InsituGuard and Tyfo/Fibrwrap and increases Aegion?s presence in the pressure pipe market to nearly $90 million in annual revenues.

?We are pleased to have Underground Solutions join Aegion,? Gordon commented. ?Our market research suggests assembling a portfolio of technologies is the right strategy to establish a leading position in the North American pressure pipe rehabilitation market. We believe the combination of Underground Solutions? patented PVC technologies with our Insituform and Tyfo/Fibrwrap technologies will allow us to strengthen our position in this attractive market by offering our customers a broader portfolio of solutions.?

Other Moves

In a separate action to continue the recent momentum in the Fyfe business, the company signed a definitive agreement with Fyfe Group, LLC to acquire the legal rights to products, contract installation, intellectual property and licensing agreements in key international markets not previously purchased by Aegion for approximately $3 million. The transaction is expected to close during the first quarter of 2016 and will allow the company to expand third party product sales across 72 countries in Europe, Africa and the Middle East.

Following a recent assessment of its energy-related businesses, Aegion concluded the persistent low price of oil is expected to create market challenges for the foreseeable future and that the high-cost upstream oil markets it serves in California and Canada will be particularly difficult as customers further reduce expenditures in 2016. In light of expectations for a prolonged low oil price environment, Aegion will reduce its exposure in the North American upstream market by approximately $100 million in annual revenues through two specific actions. First, Aegion has entered into a definitive agreement to sell its 51 percent interest in Bayou Perma-Pipe Canada Ltd., a pipe coatings company in Western Canada, to its joint venture partner MFRI Inc. for approximately $9 million. Aegion expects the transaction to close during the first quarter of 2016. Second, the company will downsize Energy Services? upstream operations in Central California due to reduced customer demand while continuing to support the remaining customers in the region with its high-quality services and industry leading safety programs.

Gordon on Aegion?s 2016 Outlook

?As we look to 2016, Infrastructure Solutions remains focused on maintaining its leadership position by taking advantage of continuing favorable market conditions in North America,? Gordon said. ?In addition, the acquisition of Underground Solutions is an important step to advance our stated strategic objective to expand our presence in the growing pressure pipe rehabilitation market in North America.

?In contrast, we expect 2016 will be a more difficult year for the North American energy markets, particularly related to upstream capital spending as customers continue to decrease investments in response to persistent low oil prices.

?Longer-term, we believe our diversified portfolio of technologies and services will deliver sustainable growth as we have repositioned our upstream oil exposure to reflect current market realities. The broader strategic initiatives we previously outlined should enhance growth by accessing new markets to rehabilitate water pressure pipelines, enable more effective pipeline asset integrity management in the growing midstream market and offer higher-margin services through strong customer relationships in the West Coast downstream refining market.?

About Aegion
Aegion Corporation is a global leader in infrastructure protection and maintenance, providing proprietary technologies and services: (i) to protect against the corrosion of industrial pipelines; (ii) to rehabilitate and strengthen water, wastewater, energy and mining piping systems and buildings, bridges, tunnels and waterfront structures; and (iii) to utilize integrated professional services in engineering, procurement, construction, maintenance and turnaround services for a broad range of energy related industries. Aegion?s business activities include manufacturing, distribution, maintenance, construction, installation, coating and insulation, cathodic protection, research and development and licensing. More information about Aegion can be found at www.aegion.com.

About Underground Solutions, Inc.
Underground Solutions, Inc. is a leader in water and wastewater infrastructure and process technologies by providing infrastructure technologies for water, sewer and conduit applications. Underground Solutions, Inc. Fusible PVC??products include, Fusible C-900?, Fusible C-905??and FPVC?, which contain a proprietary PVC formulation that, when combined with its patented fusion process, results in a monolithic, fully-restrained, gasket-free, leak-free piping system. Fusible C-900??and Fusible C-905??both comply with the AWWA standards AWWA C900 and C905, respectively and are certified to NSF 61. More information about Underground Solutions, Inc. can be found at www.undergroundsolutions.com.

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