The Advocate reported Thursday that Shaw Group Inc. shareholders have filed two lawsuits in 19th Judicial District Court in Baton Rouge to block the company’s $3 billion sale to CB&I.
The Baton Rouge-based Fortune 500 company, which offers engineering, construction, fabrication, maintenance and environmental services, announced July 30 that it is being acquired by CB&I, formerly Chicago Bridge & Iron Co., in cash and stock deal. CB&I, with U.S. headquarters in The Woodlands, Texas, engineers and constructs some of the world’s largest energy infrastructure projects. The deal calls for CB&I to pay $41 in cash and $5 worth of CB&I stock for each share of Shaw. That offer is 72 percent more than Shaw’s shares were trading at the day before the deal was announced.
The deal is subject to shareholder and regulatory approval.
One lawsuit claims the proposed sale was arrived at through “an unfair process and for an unfair price,” and that Shaw’s board of directors violated its fiduciary duty to shareholders in approving the deal. Among the suit’s claims is that Shaw’s board and executive management agreed to the deal in order to enrich themselves, and that the deal will accelerate the stock options of board members and executives on 3.6 million shares of Shaw, or 5.1 percent of the outstanding stock, according to The Advocate.
Alleging that the deal was the product of “a flawed process,” the other lawsuit similarly claims the board violated its duty to shareholders.
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