Robbins Geller Rudman & Dowd LLP and Motley Rice LLC Announce Unprecedented Relief for Shaw Group Shareholders

  Robbins Geller Rudman & Dowd LLP and Motley Rice LLC Announce Unprecedented
  Relief for Shaw Group Shareholders

  Settlement Provides Expanded Rights to Dissent and Appraisal that Must Be
                   Acted on No Later than December 21, 2012

Business Wire

SAN DIEGO -- December 18, 2012

Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) and Motley Rice LLC
(“Motley Rice”) announced today that, on behalf of their clients, they have
entered into a Memorandum of Understanding to resolve all claims (the
“Settlement”) in In re The Shaw Group, Inc. Shareholder Litigation, Lead Case
No. 614399, pending before the 19th Judicial District Court for the Parish of
East Baton Rouge, State of Louisiana (the “Court”).

For shareholders of The Shaw Group, Inc. (NYSE:SHAW) (“Shaw” or the
“Company”), the Settlement offers unprecedented relief in the form of a
class-wide, opt-in appraisal right for all Shaw shareholders who vote against
the proposed merger between Shaw and Chicago Bridge & Iron Company N.V.
(“CB&I”) and take the necessary steps to perfect their appraisal rights.

The Settlement has two components. The first component is Shaw’s agreement to
make certain additional disclosures in a Supplement to its Definitive Proxy
Statement. Those disclosures, which were filed on Form 8-K with the SEC on
December 13, 2012, and mailed directly to all shareholders of record and
beneficial owners, include critical financial information about the Shaw
Board’s assessment of various stand-alone alternatives to the proposed merger,
and the analyses that the Shaw Board’s financial advisor, Morgan Stanley,
conducted to assess the potential value of the those options. Specifically,
the additional disclosures include disclosure of: (i) “a discounted cash flow
analysis of Shaw prepared by Morgan Stanley, which illustrated that exercising
NEH’s put options to sell its investment in Westinghouse could result in an
additional $7.00 to $16.43 of theoretical intrinsic value per share of Shaw
common stock, based on various assumptions and scenarios”; and (ii) a
“preliminary analyses by Morgan Stanley, which illustrated that the cumulative
estimated potential share price impact of executing a variety of possible
strategic alternatives (including exercising the Westinghouse put option, and
the corresponding potential negative impact on Shaw’s power segment, and a
share repurchase) could be cumulatively $11.00 to $19.00 per share versus the
status quo based on various assumptions.” These additional disclosures, which
can be viewed in their entirety at
http://www.sec.gov/Archives/edgar/data/914024/000119312512501919/d453115d8k.htm,
should be reviewed in connection with the rest of the disclosures already made
in Shaw’s Definitive Proxy Statement.

To enable Shaw shareholders to pursue a remedy that could provide more value
if the Company is worth more than CB&I is paying for it, the Settlement
contains a second component – universal appraisal rights for all Shaw
shareholders who properly dissent from the proposed merger, and the
opportunity for Shaw dissenters to pursue this remedy on a class-wide basis.
This universal opt-in appraisal right will allow Shaw dissenters to aggregate
their appraisal claims and pursue them collectively. In order to make this
remedy available, Shaw agreed to significantly alter the contours of the
limited appraisal remedy that would otherwise be available under Louisiana
Business Corporation Law.

The contours of this class-wide appraisal remedy are explained in more detail
in the same Form 8-K that set forth Shaw’s additional disclosures. Shaw
shareholders should review that document, and well as the discussion of
appraisal rights in the Company’s Definitive Proxy Statement, to understand
what appraisal rights they now have, as well the steps that need to be taken
to perfect those appraisal rights.

All Shaw shareholders that want to take advantage of this appraisal remedy
must vote against the proposed merger with CB&I, and provide the Company with
notice of their intent to dissent from the proposed merger in writing either
by mailing such notice to Shaw at 4171 Essen Lane, Baton Rouge, Louisiana
70809, or by sending an email communication to a Company corporate
representative at the following email address: regina.hamilton@shawgrp.com. If
the notice is sent by mail, it is recommended that all required documents to
be delivered by mail be sent by registered or certified mail with return
receipt requested.

Please contact co-lead class counsel if you have any questions about the
opt-in appraisal class and would be interested in having us represent you in
connection with these proceedings.

Contact:

Robbins Geller Rudman Dowd LLP
David Wissbroecker
(619) 231-1058
dwissbroecker@rgrdlaw.com
Licensed in CA, IL
or
Motley Rice LLC
William S. Norton
(843) 216-9194
bnorton@motleyrice.com
Licensed in MA, NY, SC
 
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