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CB&I Announces Agreement To Acquire The Shaw Group

“I am extremely proud of the company we have built and operated for the last 25 years. Shaw’s leadership position in the power, environmental and infrastructure industries will complement CB&I’s current business, and I am confident that, together, these two companies will continue to excel,” said J.M. Bernhard Jr., Chairman, President and Chief Executive Officer of Shaw. “While Shaw has been growing in our business and has many opportunities ahead of us, we believe this transaction is in the best interest of and creates significant value for our shareholders, our employees and our customers.”

The acquisition of Shaw Group by CB&I has been unanimously approved by the Directors of the respective company’s boards. The transaction is subject to approval by each company’s shareholders, along with the receipt of certain regulatory approvals and the satisfaction of other customary closing conditions. Philip K. Asherman will continue as President and CEO of the combined company.

CB&I plans to operate Shaw as a business sector under the brand name CB&I Shaw. This will enable the company to retain Shaw’s brand equity, particularly in the power industry, and it will allow the combined organization to capitalize on the resources, capabilities, and best practices from each group for the benefit of all stakeholders.

Bank of America Merrill Lynch is acting as the financial advisor to CB&I, and Wachtell, Lipton, Rosen & Katz is acting as the Company’s legal counsel.

KEY TAKEAWAYS
  • Create one of the most complete Energy Focused company in the world
  • Broaden relationships with clients and partners worldwide
  • Expand in growth areas including power generation from nuclear, gas, coal and associated retrofit
  • Diversify further, adding greater revenue and earnings stability from Plant Services, F&M and E&I businesses
  • Expected to be EPS Accretive in 2013 and beyond
  • Committed to deleveraging and maintaining a strong balance sheet
  • Add skilled resources globally, notably engineers and field personnel and fabrication capacity

NOTICE

CB&I will host a conference call Monday, July 30, 2012 at 7:30 a.m. CDT (8:30 a.m. EDT) to discuss the acquisition.

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