SHAW GROUP INC

election_required = True...ders should be aware that this election could mean that none of their Shares will be purchased if they check a box other than the box representing the price at or below the Final Purchase Price. In addition, odd lot holders who tender all of their Shares must complete the section entitled “Odd Lots” in the Letter of Transmittal to qualify for the preferential treatment available to odd lot holders as set forth in Section 1. Stockholders holding their Shares through a broker, dealer, commercial bank, trust company or other nominee must contact the nominee in order to tender their Shares. Stockholders who hold Shares through nominees are urged to consult their no...

expiry = 2011-12-08...NC. Of Up to $150 Million in Value of Shares of its Common Stock At a Purchase Price Not Greater than $25.25 per Share Nor Less Than $22.25 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, DECEMBER 8, 2011, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). The Shaw Group Inc., a Louisiana corporation (the “Company,” “Shaw,” “we,” “our” or “us”), invites our stockholders to tender up to $150...

mechanism = DUTCH...What is the purpose of the Offer? We believe that the Offer is a prudent use of our financial resources given our business profile, assets and current market price. The Offer is an element of our overall plan to enhance stockholder value. We believe that the modified “Dutch auction” tender offer set forth in this Offer to Purchase represents an efficient mechanism to provide our stockholders with the opportunity to tender all or a portion of their Shares and thereby receive a return of some or all of their investment if they so elect. The Offer provides stockholders (particularly those who, because of the size of t...

mechanism = DUTCH...S RELEASE ANNOUNCING THE PRELIMINARY RESULTS OF THE OFFER Press Release announcing the preliminary results of the Offer Exhibit (a)(5)(v) Media and Financial Contact: Gentry Brann 225.987.7372 gentry.brann@shawgrp.com Shaw Announces Preliminary Results of its Modified Dutch Auction Tender Offer BATON ROUGE, La., Dec. 9, 2011 – 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...

mechanism = DUTCHEX-99.(A).(5).(VI) 2 d271190dex99a5vi.htm PRESS RELEASE Press Release Exhibit (a)(5)(vi) Media and Financial Contact: Gentry Brann 225.987.7372 gentry.brann@shawgrp.com Shaw Announces Final Results of its Modified Dutch Auction Tender Offer Shaw Accepts for Purchase Approximately 6.2 Million Shares for Approximately $150 Million BATON ROUGE, La., Dec. 14, 2011 – The Shaw Group Inc. (NYSE: SHAW) today announced the final 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....

must_tender_all = True...r of Transmittal. Tendering stockholders should be aware that this election could mean that none of their Shares will be purchased if they check a box other than the box representing the price at or below the Final Purchase Price. In addition, odd lot holders who tender all of their Shares must complete the section entitled “Odd Lots” in the Letter of Transmittal to qualify for the preferential treatment available to odd lot holders as set forth in Section 1. Stockholders holding their Shares through a broker, dealer, commercial bank, trust company or other nominee must contact the nominee in order to tender their Shares....

price = USD 22.25-25.25...commonly called a modified “Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to sell your Shares. The price range for the Offer is $22.25 to $25.25 per Share. We will select the lowest purchase price, not greater than $25.25 nor less than $22.25 per Share, that will allow us to purchase $150 million in value of Shares, based on the number of Shares tendered, or, if...

price = USD 24.25...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 t...

price = USD 24.25...lion in value of its common stock, which expired at 5 p.m., New York City time, on Thursday, Dec. 8, 2011. Shaw has accepted 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 accepted for purchase in the tender offer represent approximately 8.7 percent of Shaw’...

threshold = 100...ing provisions will apply to the greater value. Odd Lots. For purposes of the Offer, the term “odd lots” means all Shares properly tendered at prices at or below the Final Purchase Price held by a stockholder who owns beneficially or of record an aggregate of fewer than 100 Shares, which we refer to as an “odd lot holder,” and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery. To qualify for this preference, an odd lot holder must tender all Shares owned beneficially or of record by the odd lot holder in accordance with the procedures described in Section 3. As set forth above,...

txn_type = TENDER_OFFEREX-99.A1.I 2 h85506exv99wa1wi.htm EX-99.A1.I exv99wa1wi Table of Contents Offer to Purchase for Cash By THE SHAW GROUP INC. Of Up to $150 Million in Value of Shares of its Common Stock At a Purchase Price Not Greater than $25.25 per Share Nor Less Than $22.25 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, DECEMBER 8, 2011, UNLESS THE OFFER IS EXTENDED OR WI...

txn_type = TENDER_OFFER...E PRELIMINARY RESULTS OF THE OFFER Press Release announcing the preliminary results of the Offer Exhibit (a)(5)(v) Media and Financial Contact: Gentry Brann 225.987.7372 gentry.brann@shawgrp.com Shaw Announces Preliminary Results of its Modified Dutch Auction Tender Offer BATON ROUGE, La., Dec. 9, 2011 – 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 Stoc...

txn_type = TENDER_OFFEREX-99.(A).(5).(VI) 2 d271190dex99a5vi.htm PRESS RELEASE Press Release Exhibit (a)(5)(vi) Media and Financial Contact: Gentry Brann 225.987.7372 gentry.brann@shawgrp.com Shaw Announces Final Results of its Modified Dutch Auction Tender Offer Shaw Accepts for Purchase Approximately 6.2 Million Shares for Approximately $150 Million BATON ROUGE, La., Dec. 14, 2011 – The Shaw Group Inc. (NYSE: SHAW) today announced the final 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...