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Shaw Urges Shareholders To Vote On Merger Agreement With CB&I

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.

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