Shaw Shareholders Approve Transaction with CB&I
BATON ROUGE, La. -- December 21, 2012
The Shaw Group Inc. (NYSE: SHAW) today announced that, at a special meeting
held today in Baton Rouge, La., its shareholders voted to approve the
definitive merger agreement with CB&I (NYSE: CBI) to acquire Shaw.
Of the shares voting at today’s special meeting, 99 percent voted in favor of
the transaction. The transaction was approved by 83 percent of Shaw’s
outstanding shares as of the record date for the special meeting and by 82
percent of Shaw’s outstanding shares not held by “Related Persons.”
Subject to the satisfaction of certain additional closing conditions, the
transaction is expected to close during the first calendar quarter of 2013.
Shaw shareholders will receive $41 in cash and 0.12883 shares in CB&I common
stock for each share of Shaw stock for a total value of approximately $46.86
per share assuming the CB&I closing share price as of Dec. 20, 2012. This
represents an approximately 76 percent premium to the price of Shaw shares
($26.69) at the close on July 27, 2012, the last trading day before the merger
agreement was announced.
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.
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 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.
Gentry Brann, 225-987-7372
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