CB&I Announces Agreement to Acquire the Shaw Group for $41/Share and $5.00 in CBI Equity

CB&I CBI announced today that it has entered into a definitive agreement to acquire Shaw Group SHAW, a Fortune 500 company primarily focused on serving clients in the power generation and government services sector. The acquisition is expected to close in early 2013. Combining CB&I and Shaw will create one of the most complete energy focused technology, engineering, procurement, fabrication, construction, maintenance, and associated services companies in the world. With a global workforce of nearly 50,000 employees, backlog of over $28 billion, and engineering and fabrication facilities strategically located on all continents, the company will have the critical mass necessary to execute the largest energy infrastructure projects now and into the future. "This is a highly compelling transaction that we believe will create significant value for our shareholders,” said Philip K. Asherman, President and CEO of CB&I. “Shaw is a great company with tremendously talented employees. By adding them into the CB&I family, we will become fully diversified across the entire energy sector, from Power Generation to LNG, from Refining to Gas Processing, from Offshore to Oil Sands, and beyond. We will have the capabilities and the expertise to provide our clients with the full range of solutions, wherever they are in the world. Most important, we will have the experience and relationships necessary to successfully meet and exceed our clients' expectations.” CB&I plans to operate Shaw as a business sector under the brand name CB&I Shaw. This will enable the company to retain Shaw's brand equity, particularly in the power industry, and it will allow the combined organization to capitalize on the resources, capabilities, and best practices from each group for the benefit of all stakeholders. Bank of America Merrill Lynch is acting as the financial advisor to CB&I, and Wachtell, Lipton, Rosen & Katz is acting as the Company's legal counsel. KEY TAKEAWAYS Create one of the most complete Energy Focused company in the world Broaden relationships with clients and partners worldwide Expand in growth areas including power generation from nuclear, gas, coal and associated retrofit Diversify further, adding greater revenue and earnings stability from Plant Services, F&M and E&I businesses Expected to be EPS Accretive in 2013 and beyond Committed to deleveraging and maintaining a strong balance sheet Add skilled resources globally, notably engineers and field personnel and fabrication capacity