The Shaw Group Inc. (NYSE: SHAW) today urged its shareholders to
vote on the definitive merger agreement with CB&I (NYSE: CBI)
to acquire Shaw. Shaw’s shareholders of record at the close of
business Nov. 30, 2012, will be able to vote on the merger
proposal.
As previously announced, 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 last trading day before the merger agreement
was announced.
“Shaw’s board of directors believes this merger agreement
provides the best value to all Shaw shareholders and recommends
shareholders vote FOR the proposal to adopt the merger agreement,”
said J.M. Bernhard Jr., Shaw’s chairman, president and chief
executive officer. “With the special meeting of shareholders
quickly approaching, Shaw encourages all of its shareholders who
have not yet voted to immediately vote each and every proxy card
received.”
Shareholders may receive more than one proxy card. It is very
important to vote each and every proxy card received as each of
these cards has a unique control number that is tied to differing
accounts holding shares. Shareholders still receiving proxy cards
mean shares remain to be voted. Shareholders should be aware that
not voting will have the same effect as a vote against the merger
proposal.
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.
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.
Shareholders who have any questions or need assistance voting
their shares should contact Morrow & Co. LLC by calling
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.
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 conditions.
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.
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