THE WOODLANDS, Texas,
April 18, 2018 /PRNewswire/ --
CB&I (NYSE:CBI) today announced that Institutional
Shareholder Services Inc. ("ISS") , a leading independent proxy
voting advisory firm, has recommended that CB&I shareholders
vote "FOR" the previously announced transaction with McDermott
International, Inc. ("McDermott") at the Company's upcoming Special
General Meeting of Shareholders (the "Special Meeting") on
May 2, 2018.
In its April 17, 2018 report
supporting the transaction, ISS concluded that "the merger with MDR
represents the best available alternative for CBI shareholders.
Moreover, the valuation multiple implied by the offer appears
reasonable and the equity form of consideration will allow CBI
shareholders to benefit from synergies and the potential upside of
the combined company."
Commenting on the ISS report and the favorable recommendation,
Patrick K. Mullen, CB&I's
President and Chief Executive Officer, said, "We are very pleased
that ISS has joined our Board of Directors in recommending that our
shareholders vote FOR the proposals related to the
proposed combination with McDermott. We remain confident that this
transaction represents the best path forward for all CB&I
stakeholders as, together, CB&I and McDermott will create a
premier vertically integrated onshore-offshore company with the
significant scale, diversification and global presence to address
the evolving needs of our customers. We continue to make progress
towards completing the transaction in the second quarter of 2018
and look forward to realizing its significant benefits for our
shareholders, customers and employees."
CB&I reminds shareholders that their vote is important
regardless of how many CB&I common shares they own. The Board
of Directors of CB&I unanimously recommends that CB&I
shareholders vote FOR the proposals related to the
proposed combination with McDermott.
Shareholders who have questions or need assistance voting their
shares may contact CB&I's proxy solicitor, Innisfree M&A
Incorporated, at 1 (877) 825-8971 (toll-free from the U.S. and
Canada) or +1 (412) 232-3651 (from
other locations).
About CB&I
CB&I (NYSE:CBI) is a leading
provider of technology and infrastructure for the energy industry.
With more than 125 years of experience, CB&I provides reliable
solutions to our customers around the world while maintaining a
relentless focus on safety and an uncompromising standard of
quality. For more information, visit www.CBI.com.
Forward-Looking Statements
CB&I cautions that statements in this communication which
are forward-looking, and provide other than historical information,
involve risks, contingencies and uncertainties that may impact
actual results of operations of CB&I or McDermott, including
after the proposed business combination with McDermott. These
forward-looking statements include, among other things, statements
about the timing and completion of the combination. Although we
believe that the expectations reflected in those forward-looking
statements are reasonable, we can give no assurance that those
expectations will prove to have been correct. Those statements are
made by using various underlying assumptions and are subject to
numerous risks, contingencies and uncertainties, including, among
others: the ability of McDermott and CB&I to obtain the
approvals necessary to complete the proposed combination on the
anticipated timeline or at all; the risk that a condition to the
closing of the proposed combination may not be satisfied, or that
the proposed combination may fail to close, including as the result
of any inability to obtain the financing for the combination; the
outcome of any legal proceedings, regulatory proceedings or
enforcement matters that may be instituted relating to the proposed
combination; the costs incurred to consummate the proposed
combination; the possibility that the expected synergies from the
proposed combination will not be realized, or will not be realized
within the expected time period; difficulties related to the
integration of the two companies; the credit ratings of the
combined businesses following the proposed combination; disruption
from the proposed combination making it more difficult to maintain
relationships with customers, employees, regulators or suppliers;
the diversion of management time and attention on the proposed
combination; adverse changes in the markets in which McDermott and
CB&I operate or credit markets; the inability of McDermott or
CB&I to execute on contracts in backlog successfully; changes
in project design or schedules; the availability of qualified
personnel; changes in the terms, scope or timing of contracts;
contract cancellations; change orders and other modifications;
actions by customers and other business counterparties of McDermott
and CB&I; changes in industry norms; and adverse outcomes in
legal or other dispute resolution proceedings. If one or more of
these risks materialize, or if underlying assumptions prove
incorrect, actual results may vary materially from those expected.
You should not place undue reliance on forward-looking statements.
For a more complete discussion of these and other risk factors,
please see each of McDermott's and CB&I's annual and quarterly
filings with the U.S. Securities and Exchange Commission (the
"SEC"), including their respective annual reports on Form 10-K for
the year ended December 31, 2017.
This communication reflects the views of CB&I's management as
of the date hereof. Except to the extent required by applicable
law, CB&I undertakes no obligation to update or revise any
forward-looking statement.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any proxy, vote or approval with respect to the proposed
transaction or otherwise, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the
proposed transactions, McDermott has filed a Registration Statement
on Form S-4 (the "Registration Statement") with the SEC that
includes (1) a joint proxy statement of McDermott and Chicago
Bridge & Iron Company N.V. ("CB&I"), which also constitutes
a prospectus of McDermott and (2) an offering prospectus of
McDermott Technology, B.V. in connection with McDermott Technology,
B.V.'s offer to acquire CB&I shares. The Registration Statement
was declared effective by the SEC on March
29, 2018. McDermott and CB&I have mailed the definitive
joint proxy statement/prospectus to shareholders of McDermott and
shareholders of CB&I. In addition, McDermott and McDermott
Technology, B.V. have filed a Tender Offer Statement on Schedule
TO-T (the "Schedule TO") with the SEC and CB&I has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") with respect to the exchange offer. The
solicitation and offer to purchase shares of CB&I's common
stock is only being made pursuant to the Schedule TO and related
offer to purchase. This material is not a substitute for the joint
proxy statement/prospectus, the Schedule TO, the Schedule 14D-9 or
the Registration Statement or for any other document that McDermott
or CB&I may file with the SEC and send to McDermott's and/or
CB&I's shareholders in connection with the proposed
transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION OR
DECISION WITH RESPECT TO THE EXCHANGE OFFER, WE URGE INVESTORS OF
CB&I AND MCDERMOTT TO READ THE REGISTRATION STATEMENT, JOINT
PROXY STATEMENT/PROSPECTUS, SCHEDULE TO (INCLUDING THE OFFER TO
PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS)
AND SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM
TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY MCDERMOTT AND
CB&I WITH THE SEC CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT MCDERMOTT, CB&I AND THE PROPOSED
TRANSACTIONS.
Investors are able to obtain free copies of the Registration
Statement, joint proxy statement/prospectus, Schedule TO and
Schedule 14D-9, as each may be amended from time to time, and other
relevant documents filed by McDermott and CB&I with the SEC at
http://www.sec.gov, the SEC's website, or free of charge from
McDermott's website (http://www.mcdermott.com) under the tab,
"Investors" and under the heading "Financial Information" or by
contacting McDermott's Investor Relations Department at (281)
870-5147. These documents are also available free of charge from
CB&I's website (http://www.cbi.com) under the tab "Investors"
and under the heading "SEC Filings" or by contacting CB&I's
Investor Relations Department at (832) 513-1068.
Participants in Proxy Solicitation
McDermott, CB&I and their respective directors and certain
of their executive officers and employees may be deemed, under SEC
rules, to be participants in the solicitation of proxies from
McDermott's and CB&I's shareholders in connection with the
proposed transactions. Information regarding the officers and
directors of McDermott is included in its annual report on Form
10-K for the year ended December 31,
2017, filed with the SEC on February
21, 2018, as amended by its annual report on Form 10-K/A
filed with the SEC on March 8, 2018.
Information regarding the officers and directors of CB&I is
included in its annual report on Form 10-K for the year ended
December 31, 2017, filed with the SEC
on February 21, 2018, as amended by
its annual report on Form 10-K/A filed with the SEC on March 22, 2018. Additional information regarding
the persons who may be deemed participants and their interests is
set forth in the Registration Statement and joint proxy
statement/prospectus and other materials filed with the SEC in
connection with the proposed transactions. Free copies of these
documents may be obtained as described in the paragraphs above.
Investors: Scott Lamb, +1 832
513 1068, Scott.Lamb@CBI.com
Media: Gentry Brann, +1 832 513 1031, Gentry.Brann@CBI.com
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SOURCE CB&I