BATON ROUGE, La.--(BUSINESS WIRE)--Oct. 17, 2003--The Shaw Group
Inc. (NYSE:SGR) today announced that it plans to commence a tender
offer ("the Offer") on October 20, 2003, for all of its outstanding
Liquid Yield Option(TM) Notes due 2021 (Zero Coupon - Senior)
("LYONs") with a total principal amount at maturity of $373 million
(current accreted value of $253 million). The purchase price to be
offered in the tender will be $675 per $1,000 principal amount at
maturity of LYONs. Shaw intends to fund the repurchase with proceeds
from a proposed offering of $200 million of common stock together with
approximately $53 million of cash on hand.
The terms and conditions of the Offer will be set forth in Shaw's
Offer to Purchase, which will be distributed to the holders of LYONs
when the Offer is commenced. Subject to applicable law, Shaw may, at
its sole discretion, waive any condition applicable to the Offer or
extend or terminate or otherwise amend the Offer. The consummation of
the Offer for the LYONs is subject to certain conditions, including
the successful completion of Shaw's pending common stock offering. The
conditions will be fully described in the Offer to Purchase.
Credit Suisse First Boston LLC will act as dealer manager, D.F.
King & Co., Inc. will be the information agent, and The Bank of New
York will serve as the depositary in connection with the Offer.
This announcement is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of an offer to sell
securities, with respect to any LYONs. The Offer may only be made
pursuant to the terms of the Offer to Purchase and the accompanying
Letter of Transmittal. Each holder of the LYONs should read the Offer
to Purchase and the Letter of Transmittal when it receives them, as
they contain important information. Upon commencement of the Offer,
copies of the Offer to Purchase, Letter of Transmittal and related
documents may be obtained from the information agent and any documents
filed by Shaw, including the Schedule TO and any amendments, will be
available for free on the SEC's website, www.sec.gov.
The Shaw Group Inc. is a leading global provider of engineering,
procurement, construction, maintenance, fabrication, manufacturing,
consulting, remediation, and facilities management services for
government and private sector clients in the power, process,
environmental, infrastructure and homeland defense markets. The
Company is headquartered in Baton Rouge, Louisiana and employs
approximately 14,800 people at its offices and operations in North
America, South America, Europe, the Middle East and the Asia-Pacific
region. For further information, please visit the Company's website at
The statements contained herein that are not historical facts
(including without limitation statements to the effect that the
Company or its management "believes," "expects," "anticipates,"
"plans," or other similar expressions) and statements related to
revenues, earnings, backlog, or other financial information or results
are forward-looking statements based on the Company's current
expectations and beliefs concerning future developments and their
potential effects on the Company. There can be no assurance that
future developments affecting the Company will be those anticipated by
the Company. These forward-looking statements involve significant
risks and uncertainties (some of which are beyond our control) and
assumptions and are subject to change based upon various factors.
Should one or more of such risks or uncertainties materialize, or
should any of our assumptions prove incorrect, actual results may vary
in material respects from those projected in the forward-looking
statements. The Company undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise. A description of some of the
risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements can be found in the
Company's reports and registration statements filed with the
Securities and Exchange Commission, including its Form 10-K and Form
10-Q, reports and on the Company's web-site under the heading "Forward
Looking Statement". These documents are also available from the
Securities and Exchange Commission or from the Investor Relations
department of Shaw. For more information on the company and
announcements it makes from time to time on a regional basis visit our
web site at www.shawgrp.com.
CONTACT: The Shaw Group Inc., Baton Rouge
Laurie LaChiusa, 225-932-2500
SOURCE: The Shaw Group Inc.