The Shaw Group Inc. has settled a class-action lawsuit filed by shareholders in 19th Judicial District Court, according to plaintiff firms Robbins Geller Rudman & Dowd LLP and Motley Rice LLC.
Under the settlement, which comes a few days before shareholders will vote on the company’s $3 billion sale to CB&I, Shaw agreed to release analyses by its financial adviser, Morgan Stanley, showing the company could have increased its share price without selling. The settlement also provides a way for shareholders who vote against the sale to CB&I to get a fair price for their stock.
Gentry Brann, a spokeswoman for Shaw, said the Baton Rouge engineering, fabrication and construction company “absolutely believes” the sale offers a fair value to shareholders, since CB&I will pay 72 percent more than what Shaw stock was worth the day before the deal was announced.
“This lawsuit was brought by a few small shareholders as is fairly typical in this type of corporate transaction,” Brann said in a statement.
One report by Morgan Stanley cited in the suit showed that selling Shaw’s 20 percent stake in Westinghouse could add $7 to $16.43 of “theoretical intrinsic value” per share of common stock. Another report showed Shaw could add $11 to $19 per share by executing a variety of strategic alternatives, which included selling Shaw’s ownership stake in Westinghouse and buying back shares.
In a statement, officials with Robbins Geller Rudman & Dowd LLP and Motley Rice LLC said the settlement “offers unprecedented relief” to shareholders by providing a class-wide, opt-in appraisal right.
Typically a fair stock price is determined by a judicial proceeding or an independent value, according to Investopedia.com. An appraisal right protects shareholders, preventing corporations involved in a merger from paying less than the company is worth to shareholders. Meanwhile, Shaw is urging shareholders to vote for the merger during a special shareholders meeting set for 9 a.m. Friday at its Essen Lane headquarters.
“Shaw’s board of directors believes this merger agreement provides the best value to all Shaw shareholders and recommends shareholders vote for the proposal to adopt the merger agreement,” J.M. Bernhard Jr., Shaw’s chairman, president and chief executive officer, said in a statement.
Shaw cannot complete the merger unless the owners of at least 75 percent of the company’s common stock vote in favor of the deal.
Under the proposed merger, Shaw shareholders will receive $46 in cash and stock — $41 in cash and 0.13 shares of CB&I stock. Shares of Shaw closed at $45.88 Tuesday, up 38 cents, to reach a new 52-week high.