Shaw Shareholders Approve Transaction with CB&I
21 Diciembre 2012 - 10:24AM
Business Wire
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.
These risks and uncertainties include, but are not limited to:
the risk that the conditions to the closing of the merger are not
satisfied; the risk that regulatory approvals required for the
merger are not obtained or are obtained subject to conditions that
are not anticipated; potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the merger; uncertainties as to the timing of the
merger; competitive responses to the proposed merger; costs and
difficulties related to the integration of Shaw’s businesses and
operations with CB&I’s business and operations; the inability
to or delay in obtaining cost savings and synergies from the
merger; unexpected costs, charges or expenses resulting from the
merger; litigation relating to the merger; the inability to retain
key personnel; and any changes in general economic and/or industry
specific conditions.
Shaw and CB&I caution that the foregoing list of factors is
not exclusive. Additional information concerning these and other
risk factors is contained in Shaw’s and CB&I’s most recently
filed Annual Reports on Form 10-K, subsequent Quarterly Reports on
Form 10-Q, recent Current Reports on Form 8-K, and other SEC
filings. All subsequent written and oral forward-looking statements
concerning Shaw, CB&I, the proposed transaction or other
matters and attributable to Shaw or CB&I or any person acting
on their behalf are expressly qualified in their entirety by the
cautionary statements above. Neither Shaw nor CB&I undertakes
any obligation to publicly update any of these forward-looking
statements to reflect events or circumstances that may arise after
the date hereof.
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