According to the Complaint, CB&I provides designing, engineering, construction, fabrication, maintenance, and environmental services. The Company builds and repairs bulk liquid terminals, storage tanks, process vessels, and low temperature and cryogenic storage facilities.CB&I offers its services worldwide to the oil and gas, infrastructure, wastewater, and power industries.
On December 18, 2017, CB&I and McDermott issued a joint press release announcing the execution of a business combination agreement (the “Merger Agreement”) providing for the combination of CB&I and McDermott in a stock-for-stock transaction. Pursuant to the terms of the Merger Agreement, CB&I stockholders will receive 2.47221 shares of McDermott common stock in exchange for each share of CB&I they own (the “Merger Consideration”). The Proposed Transaction is valued at approximately $6 billion.
The Complaint alleges that on January 23, 2018, in order to convince CB&I’s stockholders to vote in favor of the Proposed Transaction, Defendants authorized the filing of a materially incomplete and misleading Form S-4 Registration Statement (the “S-4”) with the Securities and Exchange Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act. In particular, the Complaint alleges that: the S-4 contains materially incomplete and misleading information concerning: (i) financial projections for CB&I; (ii) financial projections for McDermott; (iii) financial projections for the operating synergies projected to result from the Proposed Transaction (the “Synergies”); (iv) the valuation analyses performed by the CB&I’s financial advisor, Centerview Partners LLC (“Centerview”), in support of their fairness opinions; (v) the valuation analyses performed by the McDermott’s financial advisors, Goldman Sachs & Co. LLC (“Goldman Sachs”) and Greenhill & Co., LLC (“Greenhill,” and together with Goldman Sachs “McDermott’s Financial Advisors”), in support of their fairness opinions; and (vi) the
background process leading to the Proposed Transaction.
On March 2, 2018, the Court issued an Order appointing interim Lead Plaintiff and interim Lead Counsel. On March 9, the Court issued an Order consolidating cases and Lead Plaintiff filed a consolidated Complaint.
On March 16, the Court issued an Order consolidating cases. The consolidated cases shall be identified as: "In re Chicago Bridge & Iron Company N.V. Shareholder Litigation."
On April 24, the Court issued an Order appointing interim Lead Plaintiff as Lead Plaintiff and approving selection of Counsel. On December 11, Lead Plaintiff voluntarily dismissed this case.