Shaw Announces Agreement to Be Acquired by CB&I

  Shaw Announces Agreement to Be Acquired by CB&I

Business Wire

BATON ROUGE, La. -- July 30, 2012

The Shaw Group Inc. (NYSE: SHAW) today announced it has signed a definitive
merger agreement with CB&I (NYSE: CBI) under which CB&I will acquire Shaw in a
cash and stock transaction valued at approximately $3 billion.

Under the terms of the agreement, CB&I will acquire Shaw for $46.00 per share
in cash and stock. Shaw’s shareholders will receive $41.00 in cash and $5.00
in CB&I equity (0.12883 shares based on an agreed upon recent average stock
price of $38.81 per share) for each share of Shaw stock at closing.

The combination of CB&I and Shaw will create one of the world’s largest
engineering and construction companies focused on the global energy
industry. Both companies believe this agreement will create value through a
combined company with broader participation in a robust energy market.

“I am extremely proud of the company we have built and operated for the last
25 years. Shaw’s leadership position in the power, environmental and
infrastructure industries will complement CB&I’s current business, and I am
confident that, together, these two companies will continue to excel,” said
J.M. Bernhard Jr., chairman, president and chief executive officer of Shaw.
“While Shaw has been growing in our business and has many opportunities ahead
of us, we believe this transaction is in the best interest of and creates
significant value for our shareholders, our employees and our customers.”

CB&I plans to operate Shaw as a business sector under the brand name CB&I Shaw
to enable the company to retain Shaw’s brand equity and to allow the combined
organization to capitalize on the resources, capacity and best practices from
each group for the benefit of all stakeholders.

“This is a highly compelling transaction that will create significant value
for our shareholders,” said Philip K. Asherman, president and chief executive
officer of CB&I. “Shaw is a great company with tremendously talented
employees. By adding them into the CB&I family, we will become fully
diversified across the entire energy sector. We will have the capacity and the
expertise to provide our clients with the full range of solutions, wherever
they are in the world. Most importantly, we will have the experience and
relationships necessary to successfully meet and exceed our clients’
expectations.”

The transaction has been approved unanimously by the boards of directors of
both companies. CB&I will finance the acquisition using cash on the balance
sheets of both companies, along with debt financing pursuant to commitments
from Bank of America and Credit Agricole. Closing of the transaction is
subject to regulatory approvals, the approval of Shaw and CB&I shareholders
and other conditions. The transaction currently is expected to close during
the first calendar quarter of 2013.

Following the acquisition, Mr. Bernhard plans to pursue new business and
public service interests.

Morgan Stanley & Co. LLC is acting as Shaw’s exclusive financial advisor, and
Vinson & Elkins L.L.P. and Jones, Walker, Waechter, Poitevent, Carrère &
Denègre, L.L.P. are acting as legal advisors.

About Shaw:

The Shaw Group Inc. (NYSE:SHAW) is a leading global provider of engineering,
construction, technology, fabrication, remediation and support services for
clients in the energy, chemicals, environmental, infrastructure and emergency
response industries. A Fortune 500 company with fiscal year 2011 annual
revenues of $5.9 billion, Shaw has approximately 27,000 employees around the
world and is a power sector industry leader according to Engineering
News-Record’s list of Top 500 Design Firms. For more information, please visit
Shaw’s website at www.shawgrp.com.

About CB&I:

CB&I (NYSE: CBI) engineers and constructs some of the world’s largest energy
infrastructure projects. With premier process technology from its Lummus
Technology business, proven EPC expertise, and unrivaled storage tank
experience, CB&I executes projects from concept to completion. Safely.
Reliably. Globally. For more information, visit www.cbi.com.

Important Information For Investors And Shareholders

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.
Chicago Bridge & Iron Company N.V. (“CB&I”) will file with the Securities and
Exchange Commission (“SEC”) a registration statement on Form S-4 that will
include a proxy statement of The Shaw Group Inc. (“Shaw”) that also
constitutes a prospectus of CB&I. CB&I and Shaw also plan to file other
documents with the SEC regarding the proposed agreement. A definitive joint
proxy statement/prospectus will be mailed to shareholders of Shaw. INVESTORS
AND SECURITY HOLDERS OF SHAW ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
shareholders will be able to obtain free copies of the joint proxy
statement/prospectus and other documents containing important information
about CB&I and Shaw, once such documents are filed with the SEC, through the
website maintained by the SEC at http://www.sec.gov. Copies of the documents
filed with the SEC by CB&I will be available free of charge on CB&I’s internet
website at www.cbi.com under the tab “Investor Relations” and then under the
tab “SEC Documents” or by contacting CB&I’s Investor Relations Department at
832-513-1200. Copies of the documents filed with the SEC by Shaw will be
available free of charge on Shaw’s internet website at www.shawgrp.com under
the tab “Investor Relations” and then under the tab “SEC Filings” or by
contacting Shaw’s Investor Relations Department at 225-987-7372.

Participants in the Solicitation

CB&I, Shaw, their respective directors and certain of their executive officers
may be deemed to be participants in the solicitation of proxies from the
shareholders of Shaw in connection with the proposed transaction. Information
about the directors and executive officers of Shaw is set forth in Shaw’s
proxy statement for its 2012 annual meeting of shareholders, which was filed
with the SEC on December 15, 2012. Information about the directors and
executive officers of CB&I is set forth in CB&I’s proxy statement for its 2012
annual meeting of shareholders, which was filed with the SEC on March 22,
2012. 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 joint proxy statement/prospectus and
other relevant materials to be filed with the SEC when they become available.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements and information about
our current and future prospects and our operations and financial results,
which are based on currently available information. The forward looking
statements include assumptions about our operations, such as cost controls and
market conditions, and the proposed merger (including its benefits, results,
effects and timing) that may not be realized. Risks and uncertainties related
to the merger include, but are not limited to: the failure of the shareholders
of CB&I or the shareholders of Shaw to approve the merger; the risk that the
conditions to the closing of the merger are not satisfied; the risk that
regulatory approvals required for the merger are not obtained or are obtained
subject to conditions that are not anticipated; potential adverse reactions or
changes to business relationships resulting from the announcement or
completion of the merger; uncertainties as to the timing of the merger;
competitive responses to the proposed merger; costs and difficulties related
to the integration of Shaw’s businesses and operations with CB&I’s business
and operations; the inability to or delay in obtaining cost savings and
synergies from the merger; unexpected costs, charges or expenses resulting
from the merger; litigation relating to the merger; the inability to retain
key personnel; and any changes in general economic and/or industry specific
conditions Actual future results and financial performance could vary
significantly from those anticipated in such statements. We undertake no
obligation to update or revise any forward-looking statements, whether as a
result of new information, the occurrence of certain events or otherwise.

Among the factors that could cause future events or transactions to differ
from those we expect are those risks discussed under Item 1A “Risk Factors” in
our Annual Report on Form 10-K for the fiscal year ended August 31, 2011, our
Quarterly Reports on Form 10-Q for the quarters ended November 30, 2011,
February 29, 2012, and May 31, 2012, and other reports filed with the
Securities and Exchange Commission (SEC). Please read our “Risk Factors” and
other cautionary statements contained in these filings.

As a result of these risks and others, actual results could vary significantly
from those anticipated in this press release, and our financial condition and
results of operations could be materially adversely affected.

Contact:

The Shaw Group Inc.
Gentry Brann, 225-987-7372
gentry.brann@shawgrp.com