ShawCor Special Committee Recommends Approval Of Proposed Restructuring Transaction

   ShawCor Special Committee Recommends Approval Of Proposed Restructuring

PR Newswire

TORONTO, March 1, 2013


TORONTO, March 1, 2013 /PRNewswire/ - The Special Committee of the Board of
Directors of ShawCor Ltd. (the "Special Committee") is providing an update
today regarding the proposed elimination of ShawCor's dual class share
structure which will be the subject of a shareholder vote at a special meeting
scheduled for March 14, 2013 (the "Special Meeting"). Further information
relating to the Special Meeting can be found in the Company's Management Proxy
Circular dated February 11, 2013 (which can be viewed at or on
the ShawCor website).

The Special Committee  is asking  all ShawCor shareholders  to complete  their 
proxies and/or to attend at the Special Meeting, and to vote in favour of  the 
elimination of ShawCor's dual class share structure for the following reasons:

  *The reorganization transaction is expected to be accretive to ShawCor from
    an earnings per share perspective.

  *The premium to the current trading price and resulting dilution to Class A
    shareholders is within the range of precedents generally seen in similar
    types of transactions.

  *The Special Committee has received a fairness opinion from TD Securities
    that the consideration to be paid to the Class B shareholders pursuant to
    the transaction is fair, from a financial point of view, to the Class A
    and Class B shareholders, other than the controlling shareholder.

  *The elimination of the Class B shares, which do not otherwise have a
    "sunset" provision, may facilitate future change of control transactions
    following the completion of the transaction, as "control" will be
    transferred to the general market.

  *The transaction will result in a widely held single class share structure,
    and is expected to diversify ShawCor's shareholder base, as many
    investment mandates exclude investment in companies with dual class share
    structures, and to increase liquidity and provide for enhanced financing
    flexibility going forward.

  *After completion of the transaction, all remaining shareholders will
    receive a $1.00 per share special dividend.

  *The proforma impact of the proposed transaction on ShawCor's financial
    condition as at December 31, 2012, and assuming the transaction was
    completed on that date, indicates a total debt to EBITDA ratio of 1.43 to
    1, which is quite reasonable particularly given the outlook for solid
    EBITDA growth and compared to our peers.

  *To support the transaction we will issue investment grade senior notes at
    an attractive 3.65% interest rate with an average term of over 10 years.
    Our notes offering was oversubscribed, providing affirmation that our
    capital structure, post transaction, is both appropriate and efficient.

  *After the transaction, our cash balances combined with available credit
    lines in excess of $165 million will enable us to execute on our growth

Mr. Jack Petch,  Chair of the  Special Committee remarked,  "ShawCor has  just 
announced record  quarterly and  annual revenue,  EBITDA and  net income.  We 
fully expect that our  record backlog of  $850 million at  year end, the  high 
level of bid activity and strong industry fundamentals will lead to  continued 
strong financial  performance in  2013. ShawCor's  future is  bright and  the 
Special Committee  strongly  encourages  all  ShawCor  Class  A  and  Class  B 
shareholders to vote in favour of the Arrangement."

Regardless of the number of shares you own, it is important that you cast your
vote today. If you require assistance with your proxy or have any  questions, 
please contact Kingsdale  Shareholder Services  Inc. at  1-877-657-5859 or  by 
email at

Forward-Looking Information
This  document   includes  certain   statements  that   reflect   management's 
expectations  and   objectives   for   the   Company's   future   performance, 
opportunities  and   growth,  which   statements  constitute   forward-looking 
information under  applicable securities  laws. Such  statements, other  than 
statements of historical fact,  are predictive in nature  or depend on  future 
events  or   conditions.  Forward-looking   information  involves   estimates, 
assumptions, judgments and uncertainties. These statements may be  identified 
by the use  of forward-looking  terminology such as  ″may″, ″will″,  ″should″, 
″anticipate″,  ″expect″,   ″believe″,   ″predict″,   ″estimate″,   ″continue″, 
″intend″, ″plan″ and variations of these words or other similar expressions.

Forward-looking information involves known and unknown risks and uncertainties
that could cause actual results to  differ materially from those predicted  by 
the forward-looking  information.  We  caution readers  not  to  place  undue 
reliance on forward-looking  information as  a number of  factors could  cause 
actual events, results and prospects to differ materially from those expressed
in or  implied  by  the  forward  looking  information.  These  statements  of 
forward-looking information are based  on assumptions, estimates and  analysis 
made by  management in  light  of its  experience  and perception  of  trends, 
current conditions and expected developments as well as other factors believed
to be reasonable and relevant in the circumstances. These assumptions include
finalization of  the Arrangement  and the  Company's ability  to complete  due 
diligence and  to  finalize  and execute  definitive  documentation  with  its 
lenders  and  prospective  note  holders.   The  Company  believes  that   the 
expectations  reflected  in  the  forward-looking  information  are  based  on 
reasonable assumptions in light of currently available information.  However, 
should  one  or  more  risks  materialize  or  should  any  assumptions  prove 
incorrect, the Company can  give no assurance that  such expectations will  be 

When considering  the forward  looking information  in making  decisions  with 
respect to  the  Company,  readers should  carefully  consider  the  foregoing 
factors and other uncertainties  and potential events.  The Company does  not 
assume the obligation to  revise or update  forward looking information  after 
the date of this document or to revise it to reflect the occurrence of  future 
unanticipated events, except  as may be  required under applicable  securities 

SOURCE ShawCor Ltd.


Jack F. Petch
Chair of the ShawCor Special Committee
Telephone: 416.319.5225

William P. Buckley
President & CEO
Telephone: 416.744.5815

Gary S. Love
Vice President, Finance and CFO
Telephone: 416.744.5818
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