Robbins Geller Rudman & Dowd LLP and Motley Rice LLC Announce Unprecedented Relief for Shaw Group Shareholders
17 Diciembre 2012 - 6:42PM
Business Wire
Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) and
Motley Rice LLC (“Motley Rice”) announced today that, on behalf of
their clients, they have entered into a Memorandum of Understanding
to resolve all claims (the “Settlement”) in In re The Shaw Group,
Inc. Shareholder Litigation, Lead Case No. 614399, pending before
the 19th Judicial District Court for the Parish of East Baton
Rouge, State of Louisiana (the “Court”).
For shareholders of The Shaw Group, Inc. (NYSE:SHAW) (“Shaw” or
the “Company”), the Settlement offers unprecedented relief in the
form of a class-wide, opt-in appraisal right for all Shaw
shareholders who vote against the proposed merger between Shaw and
Chicago Bridge & Iron Company N.V. (“CB&I”) and take the
necessary steps to perfect their appraisal rights.
The Settlement has two components. The first component is Shaw’s
agreement to make certain additional disclosures in a Supplement to
its Definitive Proxy Statement. Those disclosures, which were filed
on Form 8-K with the SEC on December 13, 2012, and mailed directly
to all shareholders of record and beneficial owners, include
critical financial information about the Shaw Board’s assessment of
various stand-alone alternatives to the proposed merger, and the
analyses that the Shaw Board’s financial advisor, Morgan Stanley,
conducted to assess the potential value of the those options.
Specifically, the additional disclosures include disclosure of: (i)
“a discounted cash flow analysis of Shaw prepared by Morgan
Stanley, which illustrated that exercising NEH’s put options to
sell its investment in Westinghouse could result in an
additional $7.00 to $16.43 of theoretical intrinsic value per
share of Shaw common stock, based on various assumptions and
scenarios”; and (ii) a “preliminary analyses by Morgan Stanley,
which illustrated that the cumulative estimated potential share
price impact of executing a variety of possible strategic
alternatives (including exercising the Westinghouse put option, and
the corresponding potential negative impact on Shaw’s power
segment, and a share repurchase) could be cumulatively $11.00 to
$19.00 per share versus the status quo based on various
assumptions.” These additional disclosures, which can be viewed in
their entirety at
http://www.sec.gov/Archives/edgar/data/914024/000119312512501919/d453115d8k.htm,
should be reviewed in connection with the rest of the disclosures
already made in Shaw’s Definitive Proxy Statement.
To enable Shaw shareholders to pursue a remedy that could
provide more value if the Company is worth more than CB&I is
paying for it, the Settlement contains a second component –
universal appraisal rights for all Shaw shareholders who properly
dissent from the proposed merger, and the opportunity for Shaw
dissenters to pursue this remedy on a class-wide basis. This
universal opt-in appraisal right will allow Shaw dissenters to
aggregate their appraisal claims and pursue them collectively. In
order to make this remedy available, Shaw agreed to significantly
alter the contours of the limited appraisal remedy that would
otherwise be available under Louisiana Business Corporation
Law.
The contours of this class-wide appraisal remedy are explained
in more detail in the same Form 8-K that set forth Shaw’s
additional disclosures. Shaw shareholders should review that
document, and well as the discussion of appraisal rights in the
Company’s Definitive Proxy Statement, to understand what appraisal
rights they now have, as well the steps that need to be taken to
perfect those appraisal rights.
All Shaw shareholders that want to take advantage of this
appraisal remedy must vote against the proposed merger with
CB&I, and provide the Company with notice of their intent to
dissent from the proposed merger in writing either by mailing such
notice to Shaw at 4171 Essen Lane, Baton Rouge, Louisiana 70809, or
by sending an email communication to a Company corporate
representative at the following email address:
regina.hamilton@shawgrp.com. If the notice is sent by mail, it is
recommended that all required documents to be delivered by mail be
sent by registered or certified mail with return receipt
requested.
Please contact co-lead class counsel if you have any questions
about the opt-in appraisal class and would be interested in having
us represent you in connection with these proceedings.
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