Shaw Group (SHAW) Reports Preliminary Results of Dutch Auction Tender Offer

December 9, 2011 8:39 AM EST
The Shaw Group Inc. (NYSE: SHAW) today announced the preliminary results of its modified “Dutch Auction” tender offer for the purchase of up to $150 million in value of its common stock, which expired at 5 p.m., New York City time, on Thursday, Dec. 8, 2011.

Based on the preliminary count by American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, a total of 6,617,842 shares of Shaw’s common stock were properly tendered and not properly withdrawn at or below the final purchase price of $24.25 per share, including 3,230,593 shares that were tendered through notice of guaranteed delivery.

In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the depositary, Shaw expects to accept for purchase 6,185,567 shares of its common stock at a purchase price of $24.25 per share, for an aggregate cost of approximately $150 million, excluding fees and expenses relating to the tender offer. The 6,185,567 shares expected to be purchased in the tender offer represent approximately 8.7 percent of Shaw’s currently issued and outstanding shares of common stock. Based on these preliminary numbers, Shaw anticipates that following settlement of the tender offer, it will have approximately 65.2 million shares outstanding.

Due to the oversubscription of the tender offer, Shaw expects to accept for purchase approximately 93 percent of the shares properly tendered and not properly withdrawn at or below the purchase price of $24.25 per share by each tendering stockholder (other than “odd lot” holders whose shares will be purchased on a priority basis).


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