Shaw Sets Record Date and Special Meeting of Shareholders to Approve Merger
Agreement with CB&I
BATON ROUGE, La. -- November 20, 2012
The Shaw Group Inc. (NYSE: SHAW) today announced it has scheduled a special
meeting of its shareholders to approve the definitive merger agreement with
CB&I (NYSE: CBI) to acquire Shaw.
The special meeting will be held Dec. 21, 2012, at 9 a.m. Central at Shaw’s
headquarters located at 4171 Essen Lane in Baton Rouge, La. Shaw’s
shareholders of record at the close of business Nov. 30, 2012, will be able to
vote on the merger proposal.
In connection with the merger, Shaw shareholders will receive approximately
$46 per share in cash and stock ($41 in cash and .12883 shares of CB&I common
stock). This represents a 72 percent premium to the price of Shaw shares
($26.69) at the close on July 27, 2012, the day before the merger agreement
Shaw’s board of directors unanimously recommends approval of the merger
Because this is a major decision regarding the value of their investment, all
Shaw shareholders should vote regardless of the number of shares owned. Shaw
cannot complete the merger and shareholders will not receive payment unless
the merger proposal is approved by the affirmative vote of the holders of at
least 75 percent of the shares of Shaw common stock outstanding on the record
date (excluding shares beneficially owned by “Related Persons,” as defined in
Shaw’s charter), as well as the affirmative vote of at least a majority of the
voting power present.
Several of the conditions of closing already have been satisfied. For example,
the waiting period for U.S. antitrust review under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, expired Sept. 19, 2012; the
Committee on Foreign Investments in the United States (CFIUS) review was
concluded Nov. 2, 2012; and the Ministry of Commerce of the People’s Republic
of China (MOFCOM), the Chinese competition law authority, approved the merger
Nov. 12, 2012. 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.
Shareholders should be aware that not voting will have the same effect as a
vote against the merger proposal. Shareholders are urged to vote by Internet,
by telephone or by completing and mailing their proxy cards.
If you have any questions or need assistance voting shares, please contact
Morrow & Co. LLC at 800.607.0088 or 203.658.9400.
The Shaw Group Inc. (NYSE:SHAW) is a leading global provider of engineering,
construction, maintenance, 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 2012
annual revenues of $6 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.
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. In
connection with the proposed transaction, Chicago Bridge & Iron Company N.V.
(“CB&I”) filed with the Securities and Exchange Commission (“SEC”) a
registration statement on Form S-4, declared effective by the SEC on November
20, 2012, that includes a proxy statement of The Shaw Group Inc. (“Shaw”) that
also constitutes a prospectus of CB&I. Shaw and CB&I began mailing the
definitive joint proxy statement/prospectus to shareholders on or about
November 20, 2012. CB&I and Shaw also plan to file other documents with the
SEC regarding the proposed agreement. INVESTORS AND SECURITY HOLDERS OF SHAW
ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND THE
OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE,
CAREFULLY AND IN THEIR ENTIRETY 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, 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, 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
Statements set forth in this communication that are not historical facts,
including statements regarding future financial performance, future
competitive positioning and business synergies, future acquisition cost
savings, future accretion to earnings per share, future market demand, future
benefits to shareholders, future economic and industry conditions, the
proposed merger (including its benefits, results, effects and timing), the
attributes of Shaw as a subsidiary of CB&I and whether and when the
transactions contemplated by the merger agreement will be consummated, are
forward-looking statements within the meaning of federal securities laws. The
words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,”
“should,” “would,” “could” or other similar expressions are intended to
identify forward-looking statements, which are generally not historical in
nature. These forward-looking statements are subject to numerous risks and
uncertainties, many of which are beyond the companies’ control, which could
cause actual benefits, results, effects and timing to differ materially from
the results predicted or implied by the statements.
These risks and uncertainties 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
Shaw and CB&I caution that the foregoing list of factors is not exclusive.
Additional information concerning these and other risk factors is contained in
Shaw’s and CB&I’s most recently filed Annual Reports on Form 10-K, subsequent
Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other
SEC filings. All subsequent written and oral forward-looking statements
concerning Shaw, CB&I, the proposed transaction or other matters and
attributable to Shaw or CB&I or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements above.
Neither Shaw nor CB&I undertakes any obligation to publicly update any of
these forward-looking statements to reflect events or circumstances that may
arise after the date hereof.
The Shaw Group Inc.
Media and Investor Contact:
Gentry Brann, 225-987-7372
Morrow & Co. LLC
Joe Mills or John Ferguson, 203-658-9400
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