The Shaw Group Inc. (NYSE: SHAW) today announced it has scheduled a special meeting of its shareholders to approve the definitive merger agreement with CB&I (NYSE: CBI) to acquire Shaw.
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. Shaw’s shareholders of record at the close of business Nov. 30, 2012, will be able to vote on the merger proposal.
In connection with the merger, 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 day before the merger agreement was announced.
Shaw’s board of directors unanimously recommends approval of the merger agreement.
Because this is a major decision regarding the value of their investment, all Shaw shareholders should vote regardless of the number of shares owned. 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.
Several of the conditions of closing already have been satisfied. For example, the waiting period for U.S. antitrust review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired Sept. 19, 2012; the Committee on Foreign Investments in the United States (CFIUS) review was concluded Nov. 2, 2012; and the Ministry of Commerce of the People’s Republic of China (MOFCOM), the Chinese competition law authority, approved the merger Nov. 12, 2012. The transaction remains subject to other customary closing conditions, including, among others, certain additional regulatory clearances and approval by the shareholders of CB&I and Shaw.