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Shaw Shareholders Approve Transaction with CB&I;

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

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

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

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

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

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.


Source: The Shaw Group Inc.

The Shaw Group Inc.
Gentry Brann, 225-987-7372
[email protected]

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding SHAW GROUP INC’s business which are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report or Form 10-K for the most recently ended fiscal year.