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CB&I Announces Expiration of HSR Waiting Period for Pending Shaw Acquisition

  CB&I Announces Expiration of HSR Waiting Period for Pending Shaw Acquisition

Business Wire

THE WOODLANDS, Texas -- September 20, 2012

CB&I (NYSE: CBI) announced today that the waiting period for U.S. antitrust
review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, relating to the previously announced acquisition of The Shaw Group
(NYSE: SHAW) by CB&I, expired on Wednesday, September 19, 2012. Expiration of
the waiting period satisfies a condition to the closing of the transaction.
The transaction remains subject to other customary closing conditions,
including, among others, certain additional regulatory clearances and approval
by the shareholders of CB&I and Shaw.

ABOUT CB&I

CB&I (NYSE: CBI) engineers and constructs some of the world’s largest energy
infrastructure projects. With premier process technology, 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.

ABOUT SHAW

The Shaw Group (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 25,000 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.

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. In
connection with the proposed transaction, Chicago Bridge & Iron Company N.V.
(“CB&I”) has filed with the Securities and Exchange Commission (“SEC”) a
preliminary registration statement on Form S-4 that includes a joint proxy
statement of The Shaw Group Inc. (“Shaw”) and CB&I that also constitutes a
prospectus of CB&I. CB&I and Shaw also plan to file other documents with the
SEC regarding the proposed transaction. A definitive joint proxy
statement/prospectus will be mailed to shareholders of Shaw and CB&I.
INVESTORS AND SECURITY HOLDERS OF SHAW AND CB&I ARE URGED TO READ THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) 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 definitive joint proxy
statement/prospectus and other relevant documents filed by 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, and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the shareholders
of Shaw and CB&I 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 2011 annual meeting of shareholders, which was filed
with the SEC on December 15, 2011. 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, is set forth in the preliminary joint proxy statement/prospectus
filed with the SEC on September 18, 2012 and will be contained in other
relevant materials to be filed with the SEC in connection with the proposed
transaction, including the definitive joint proxy statement/prospectus, when
they become available.

Cautionary Statements 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. Actual future results and
financial performance could vary significantly from those anticipated in such
statements. The forward looking statements include assumptions about our
operations, such as cost controls and market conditions, and the proposed
transaction (including its benefits, results, effects and timing) that may not
be realized. Risks and uncertainties related to the transaction include, but
are not limited to: the failure of the shareholders of CB&I or the
shareholders of Shaw to approve the transaction; the risk that the conditions
to the closing of the transaction are not satisfied; the risk that regulatory
approvals required for the transaction 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 transaction; uncertainties as to the timing of the
transaction; competitive responses to the proposed transaction; costs and
difficulties related to the integration of Shaw’s businesses and operations
with CB&I’s business and operations; the inability to obtain, or delays in
obtaining, cost savings and synergies from the transaction; unexpected costs,
charges or expenses resulting from the transaction; litigation relating to the
transaction; the inability to retain key personnel; and any changes in general
economic and/or industry specific conditions. Additional factors that could
cause future results or events to differ from those we expect are those risks
discussed under Item 1A “Risk Factors” in CB&I’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2011, CB&I’s Quarterly Reports on Form
10-Q for the quarters ended March 31, 2012, and June 30, 2012, in the
preliminary joint proxy statement/prospectus filed with the SEC on September
18, 2012 and other reports filed with the SEC. Please read CB&I’s “Risk
Factors” and other cautionary statements contained in these filings.

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. 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:

CB&I
Media:
www.CBI.com
or
Investors:
Christi Thoms, +1-832-513-1200
 
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