UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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Aegion Corporation

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Employee Email

To: Aegion All Hands

From: Chuck Gordon

Date: February 16, 2021

Subj: Note from Chuck Gordon: A Historic Day at Aegion

Aegion Colleagues:

Today marks the beginning of an exciting new chapter for Aegion.

This morning we announced an agreement with affiliates of New Mountain Capital, a leading growth-oriented investment firm, under which New Mountain will acquire Aegion for approximately $963 million, or $26.00 per share in cash. This transaction will result in Aegion becoming a private company and no longer being listed on the NASDAQ stock exchange. The press release issued today is attached.

Though we are changing ownership, we will continue to serve our clients as a leading infrastructure rehabilitation, maintenance and protection provider and further enhance our differentiated portfolio of technologies. Upon completion of the transaction, we will retain the Aegion name, our same business unit subsidiaries and brands and become a portfolio company of New Mountain.

Since we were first approached by New Mountain in 2019, we have come to know their team well, and it is clear that they are dedicated to identifying, investing in and building high-quality businesses. They know our industry well and have long expressed admiration for our organization and the talented teams that have made us so successful. Through our conversations, we are confident that a transaction with New Mountain not only delivers immediate value at a significant premium to our stockholders but also creates new growth opportunities for our brands and employees.

As you know, over the last several years, we have taken steps to reshape Aegion into a more streamlined and focused company. Today’s announcement is a recognition of that progress and the culmination of the thoughtful, strategic actions that continue building on the strong momentum to which each of you has contributed.

New Mountain believes in our strategy, and, as a private company, Aegion will have the resources and long-term approach to advance our technology investments and new product offerings and the opportunity to build the company through M&A. In addition to financial support, New Mountain brings deep industry knowledge, strong operational expertise and a proven track record of supporting businesses through investments in R&D and capital expenditures that recognize the value of achieving differentiated long-term growth. I am confident that, together, we will be even better positioned to achieve our mission of delivering Stronger. Safer. Infrastructure.^®

In terms of next steps, the transaction is expected to close in the second quarter of 2021. Until then, Aegion will remain an independent, publicly-traded company. I will remain with Aegion through the completion of the transaction and ensure a smooth transition. Additionally, we expect to maintain our headquarters in St. Louis and operate largely how we do today in the many communities where we work. New Mountain is committed to maintaining our significant presence at our field offices around the world. Simply stated, we are business as usual at Aegion.

We faced unprecedented change in the last year and yet – through the dedication and unwavering commitment to our core values from each of you – we have persevered. As we start this next chapter for Aegion, we are counting on you to remain committed to our values and continue to deliver the safe and exceptional performance that has made us the industry leader we are today.

We know that you have questions about today’s announcement, and, to help address some that we anticipated, we have attached a Q&A with the answers that we can share at this time. Additionally, please also join me for a global town hall at 1:00 PM CT today where I will discuss today’s announcement and introduce Aegion employees to New Mountain management. An email invitation will be sent to all employees from corporate communications. If you would like to submit a question in advance, please click this SurveyMonkey link.

Today’s announcement may generate increased interest in Aegion from the media and financial community. In accordance with our existing policy, if you receive any inquiries from outside parties, including media personnel or investors, please do not comment and refer all to Katie Cason, SVP, Strategy & Communications - kcason@aegion.com, who will handle them accordingly.

I would like to thank each of you for your dedication and contributions that have built Aegion into the organization we are today. New Mountain’s interest in our business is truly a testament to your hard work and reflects both our progress to date and the significant value-creation opportunities ahead. I hope that you share my enthusiasm for this promising next chapter at Aegion.

Sincerely,

Chuck Gordon

President & Chief Executive Officer

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions or the negative thereof. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without limitation: (1) risks related to the consummation of the merger, including the risks that (a) the merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain stockholder approval of the merger agreement, (c) the parties may fail to secure the termination or expiration of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (d) other conditions to the consummation of the merger under the merger agreement may not be satisfied, and (e) the significant limitations on remedies contained in the merger agreement may limit or entirely prevent the Company from specifically enforcing the obligations of Carter Intermediate, Inc. (Parent) and its wholly owned subsidiary, Carter Acquisition, Inc. (Merger Sub), under the merger agreement or recovering damages for any breach by Parent or Merger Sub; (2) the effects that any termination of the merger agreement may have on the Company or its business, including the risks that (a) the Company’s stock price may decline significantly if the merger is not completed, (b) the merger agreement may be terminated in circumstances requiring the Company to pay Parent a termination fee, or (c) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the merger; (3) the effects that the announcement or pendency of the merger may have on the Company and its business, including the risks that as a result (a) the Company’s business, operating results or stock price may suffer, (b) the Company’s current plans and operations may be disrupted, (c) the Company’s ability to retain or recruit key employees may be adversely affected, (d) the Company’s business relationships (including, customers, franchisees and suppliers) may be adversely affected, or (e) the Company’s management’s or employees’ attention may be diverted from other important matters; (4) the effect of limitations that the merger agreement places on the Company’s ability to operate its business, return capital to stockholders or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the merger and instituted against the Company and others; (6) the risk that the merger and related transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory, and/or tax factors; and (8) other factors described under the heading “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as updated or supplemented by subsequent reports that the Company has filed or files with the SEC. Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Neither Parent nor the Company assumes any obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed merger between Merger Sub and the Company. In connection with the proposed transaction, the Company plans to file a proxy statement with the SEC. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors will be able to obtain free copies of the proxy statement and other relevant materials (when they become available) and other documents filed by the Company at the SEC’s website at www.sec.gov. Copies of the proxy statement (when they become available) and the filings that will be incorporated by reference therein may also be obtained, without charge, by contacting the Company’s Investor Relations at kcason@aegion.com or 1.800.325.1159.

Participants in Solicitation

The Company and its directors, executive officers and certain employees, may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the Company’s directors and executive officers is available in its proxy statement filed with the SEC on March 6, 2020. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above.