Summary of SHAW GROUP INC - Yahoo! Finance

Item 8.01. Other Events.

On December 13, 2012, The Shaw Group Inc. ("Shaw" or the "Company") entered into a Memorandum of Understanding ("MOU") to settle the putative class action lawsuit captioned 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 "Action").

As previously disclosed, the Action, consolidating five lawsuits, was brought on behalf of a class of Shaw's public shareholders, and alleges that Shaw's directors breached their fiduciary duties in connection with the proposed transaction between Shaw and Chicago Bridge & Iron Company N.V. ("CB&I") announced on July 30, 2012 (the "Proposed Transaction"). The Action also asserts claims for aiding and abetting these alleged breaches of fiduciary duty against the Company, CB&I and Crystal Acquisition Subsidiary, Inc ("Crystal"). The Action seeks injunctive and other equitable relief, including to enjoin Shaw from consummating the Proposed Transaction, as well as fees and costs.

Under the terms of the proposed settlement, the class will release all claims against Shaw, its directors, CB&I and Crystal and their directors that arise out of the class members' ownership of Shaw shares between the date on which the transaction was agreed and the date on which the transaction is consummated and that are based on the transaction agreement or the acquisition, disclosures or statements concerning the transaction agreement or the acquisition, or any of the matters alleged in the Action. In exchange for these releases, Shaw has agreed to make certain additional disclosures in a supplement to its definitive proxy statement and agreed to voluntarily waive or modify certain requirements under the Louisiana Business Corporation Law (the "LBCL") with respect to shareholders' dissenting rights, including (i) waiving the requirement that dissenters' rights shall only be available if the transaction is effected upon approval of less than eighty percent of Shaw's total voting power,
(ii) accepting written objections, demands or notices required by the LBCL via email as well as in writing, and (iii) extending the time period in which dissenting shareholders must deposit their share certificates in escrow and file with Shaw their demand from 20 to 45 days after receipt of notice from Shaw that the Proposed Transaction has been effected.

The settlement contemplated by the MOU is subject to a number of conditions, including notice to the Class and final court approval following completion of a settlement hearing.

A copy of the supplement to the definitive proxy statement is attached hereto as Exhibit 99.1 and incorporated by reference herein. The supplement is being mailed to all Shaw shareholders of record as of November 30, 2012, the record date for Shaw's special meeting, and will also be posted on the Company's website. The supplement should be read in conjunction with the definitive proxy statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on November 20, 2012, which should be read in its entirety.

Important Information For Investors And Shareholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed

transaction, Chicago Bridge & Iron Company N.V. ("CB&I") filed with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4, declared effective by the SEC on November 20, 2012, that includes a proxy statement of The Shaw Group Inc. ("Shaw") that also constitutes a prospectus of CB&I. Shaw and CB&I began mailing the definitive joint proxy statement/prospectus to shareholders on or about November 20, 2012. CB&I and Shaw also plan to file other documents with the SEC regarding the proposed agreement. INVESTORS AND SECURITY HOLDERS OF SHAW ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND THE OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and shareholders will be able to obtain free copies of the joint proxy statement/prospectus and other documents containing important information about CB&I and Shaw, once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by CB&I will be available free of charge on CB&I's internet website at www.cbi.com under the tab "Investor Relations" and then under the tab "SEC Documents" or by contacting CB&I's Investor Relations Department at 832-513-1200. Copies of the documents filed with the SEC by Shaw will be available free of charge on Shaw's internet website at www.shawgrp.com under the tab "Investor Relations" and then under the tab "SEC Filings" or by contacting Shaw's Investor Relations Department at 225-987-7372.

Participants in the Solicitation

CB&I, Shaw, their respective directors and certain of their executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Shaw in connection with the proposed transaction. Information about the directors and executive officers of Shaw is set forth in Shaw's proxy statement for its 2012 annual meeting of shareholders, which was filed with the SEC on December 15, 2011. Information about the directors and executive officers of CB&I is set forth in CB&I's proxy statement for its 2012 annual meeting of shareholders, which was filed with the SEC on March 22, 2012. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

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 failure of the shareholders of CB&I or the shareholders of Shaw to approve the merger; 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.