The Shaw Group Inc. (NYSE: SHAW) today announced that, at a special meeting held today in Baton Rouge, La., its shareholders voted to approve the definitive merger agreement with CB&I (NYSE: CBI) to acquire Shaw.
Of the shares voting at today’s special meeting, 99 percent voted in favor of the transaction. The transaction was approved by 83 percent of Shaw’s outstanding shares as of the record date for the special meeting and by 82 percent of Shaw’s outstanding shares not held by “Related Persons.”
Subject to the satisfaction of certain additional closing conditions, the transaction is expected to close during the first calendar quarter of 2013.
Shaw shareholders will receive $41 in cash and 0.12883 shares in CB&I common stock for each share of Shaw stock for a total value of approximately $46.86 per share assuming the CB&I closing share price as of Dec. 20, 2012. This represents an approximately 76 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.About Shaw 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. About CB&I: CB&I (NYSE: CBI) engineers and constructs some of the world’s largest energy infrastructure projects. With premier process technology from its Lummus Technology business, proven EPC expertise, and unrivaled storage tank experience, CB&I executes projects from concept to completion. Safely. Reliably. Globally. For more information, visit www.cbi.com. 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.
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