Shaw shareholders approve sale

Advocate staff file photo by ARTHUR D. LAUCK -- Shareholders of  The Shaw Group, a Baton Rouge-based Fortune 500 company, approved a $3 billion deal to become part of CB&I, of The Woodlands, Texas.   Show caption
Advocate staff file photo by ARTHUR D. LAUCK -- Shareholders of The Shaw Group, a Baton Rouge-based Fortune 500 company, approved a $3 billion deal to become part of CB&I, of The Woodlands, Texas.

Shaw Group shareholders Friday overwhelmingly approved the company’s $3 billion sale to CB&I, of The Woodlands, Texas.

The Baton Rouge engineering, construction and fabrication company said 83 percent of shareholders voted to approve the sale, more than the 75 percent that were needed to allow the deal to go forward. Of the shareholders that voted, 99 percent favored the merger, Shaw officials said. Failure to cast a vote counted the same as voting against the sale. Earlier this week, CB&I shareholders approved the purchase.

J.M. Bernhard Jr., Shaw’s founder and head, said he expects the sale to close in mid-February.

Bernhard said he expected shareholders to approve the sale, since CB&I agreed to pay about $46.86 in cash and stock for each Shaw share. Bernhard noted that was about a 76 percent premium over the $26.69 that Shaw shares were trading at on July 27, the day before the merger was announced.

CB&I engineers and builds some of the world’s largest infrastructure projects. It has about 23,000 employees worldwide and had 2011 revenue totaling $5.5 billion.

Shaw has about 27,000 workers worldwide — 4,000 of them in Louisiana, of which 1,000 are in Baton Rouge. It had $5.9 billion in 2011 revenue.

CB&I will operate Shaw as a separate business unit under the name CB&I Shaw. Headquarters functions at the company’s Baton Rouge offices will shift to Texas.

Analysts have speculated the merger will lead to the elimination of duplicate administrative jobs in Shaw’s Baton Rouge offices.

In a fact sheet submitted to investors when the sale was first announced, Shaw said the merger will result in a savings of $30 million in the first month by eliminating duplicate “public company costs,” like Bernhard’s salary and company filings.

Within the first two years, the sale will lead to up to another $20 million in savings, by sharing and centralizing services and eliminating duplicate office space.

Bernhard said he expects CB&I Shaw to see a net increase in Baton Rouge employees over the next couple of years. The company will play an active role in designing and building liquefied natural gas and petrochemical plants, which are booming in south Louisiana, he said.

Adam Knapp, president and chief executive officer of the Baton Rouge Area Chamber, said Shaw and CB&I have been forced to be “buttoned up” as the sale went through regulatory hurdles. Now, the two companies will be able to talk more specifically about job opportunities.

“The words we have heard through management and leadership is that there is a lot of opportunities for engineering talent to grow here,” Knapp said. “There will be the same number of jobs in Baton Rouge, if not more in the future.”

LSU and Southern University both have strong engineering departments and Knapp said Baton Rouge ranks as having a high number of engineers per capita.

Louisiana Economic Development secretary Stephen Moret said in a statement he expects CB&I Shaw will “significantly grow” its overall Louisiana operations, including potentially more engineering and fabrication jobs in Baton Rouge and more fabrication employment in Lake Charles.

Moret said he has met with Philip Asherman, CB&I president and CEO, to discuss Louisiana employment. After the merger is completed, more talks will be held.

“We will do everything we can to encourage the company to maximize employment in Louisiana,” Moret said.

Shaw was formed in 1987 by Bernhard to acquire pipe fabrication assets of The Benjamin F. Shaw Co. in Laurens,
S.C. It purchased and leased
additional pipe fabrication facilities over the years and formed joint ventures overseas to produce pipe for projects in South America and the Mideast as it pursued joint ventures in the Far East, such as China.

Shaw went public in December 1993. Ten years later, the company made the Fortune 500 list of the nation’s biggest companies.

Now with the sale, Baton Rouge will no longer be able to boast about being the home of a Fortune 500 company.

Knapp said its more of a “symbolic thing” for a city to be home of a Fortune 500 company, and no one can measure what it means to the local business climate. But he said the BRAC business plan calls for the organization to work to lure corporate headquarters.

“It’s one of the talking points you use to describe a community,” Knapp said.

Shaw reported its earnings Friday for the first quarter of fiscal 2013, which ended Nov. 30. The company posted net income of $70.9 million during the quarter, or $1.03 per diluted share.

These results include Shaw’s 20 percent stake in Westinghouse Electric Corp. Shaw is set to sell its Westinghouse ownership to Toshiba Corp. next month. Without Westinghouse, Shaw would have had $31.2 million in profits during the quarter, or 44 cents per diluted share.