CB&I to Acquire Lummus Global.Transaction Expected to be Accretive to 2008 Earnings Adds Complementary Technologies to Serve High Growth Energy Market THE WOODLANDS, Texas -- CB&I (NYSE NYSE See: New York Stock Exchange :CBI CBI abbr. cumulative book index CBI Confederation of British Industry CBI n abbr (= Confederation of British Industry) → C.E.O.E. ) announced today that it has entered into a definitive agreement to acquire the Lummus Global business from ABB n. 1. Among weavers, yarn for the warp. Hence, Noun 1. ABB - an urban hit squad and guerrilla group of the Communist Party in the Philippines; formed in the 1980s for an enterprise value of $950 million on a debt and cash free basis, subject to adjustments at closing. The acquisition is expected to close in the fourth quarter of 2007, pending CB&I shareholder and customary regulatory approvals. Lummus Global is a leading provider of process technologies used in the oil & gas and petrochemical industries, as well as a global EPC (1) (Entertainment PC) See HTPC. (2) (Electronic Product Code) A standard code for RFID tags administered by EPCglobal Inc. (www.epcglobalinc.org). contractor. The company is widely recognized for its expertise in ethylene ethylene (ĕth`əlēn') or ethene (ĕth`ēn), H2C=CH2, a gaseous unsaturated hydrocarbon. It is the simplest alkene. and olefins technologies, having licensed approximately 40 percent of all such projects worldwide over the last decade. It also holds a market-leading position in hydrocracking hy·dro·crack·ing n. A process by which the hydrocarbon molecules of petroleum are broken into simpler molecules, as of gasoline or kerosene, by the addition of hydrogen under high pressure and in the presence of a catalyst. projects. With 2,400 employees worldwide, Lummus Global has 70 proprietary technologies, more than 1,000 patents and an established global presence including Europe, the Middle East, Africa, China, Russia and the U.S. The combination of CB&I's EPC experience and Lummus' technology expertise creates a strategic advantage in the marketplace. The combined company will be able to provide clients a full range of complementary services across the entire hydrocarbon value chain, from proprietary technology to engineering, procurement, fabrication fabrication (fab´rikā´sh n the construction or making of a restoration. , construction and final commissioning. "This is a compelling strategic opportunity which will enable CB&I to better respond to the growing demand for energy infrastructure around the world," said Philip K. Asherman, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. . "The acquisition transforms CB&I into a fully integrated provider with full scale capabilities in the global hydrocarbon sector. While we expect the acquisition to be accretive to 2008 earnings per share, it is even more significant in terms of enhancing CB&I's future growth potential. Lummus Global has established an excellent reputation over the past 100 years and we intend to fully capitalize on Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. the company's expertise and downstream capabilities. We are excited to welcome Lummus to CB&I." CB&I estimates Lummus Global will have revenues of approximately $1.0 billion 2007, and expects the opportunities provided by the acquisition to drive substantial revenue and earnings growth in 2008 and beyond. The acquisition will be funded using a combination of cash and debt, with a possible subsequent issuance of common stock following the closing. Webcast CB&I will host a conference call August 27, 2007 at 10:00 a.m. CDT CDT abbr. Central Daylight Time CDT Central Daylight Time CDT n abbr (US) (= Central Daylight Time) → hora de verano del centro; (BRIT (11:00 a.m. EDT EDT abbr. Eastern Daylight Time EDT Eastern Daylight Time EDT n abbr (US) (= Eastern Daylight Time) → hora de verano de Nueva York EDT ) to discuss the acquisition. The webcast will be available at www.shareholder.com/cbi/medialist.cfm or at www.CBI.com Investor Relations Investor relations The process by which the corporation communicates with its investors. / Presentations & Webcasts. About CB&I CB&I executes more than 500 projects each year and is one of the world's leading engineering, procurement and construction About ABB ABB (www.abb.com) is a leader in power and automation technologies that enable utility and industry customers to improve their performance while lowering environmental impact. The ABB Group of companies operates in around 100 countries and employs about 111,000 people. Additional Information This press release may be deemed to be soliciting material relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the proposed acquisition by CB&I. In connection with the proposed acquisition, CB&I will be seeking shareholder approval of the acquisition, which is required under Netherlands law, and will file a proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. and other relevant documents concerning the proposed acquisition with the Securities and Exchange Commission (SEC). Investors and securities holders of CB&I are urged to read the proxy statement when it becomes available because it will contain important information about the proposed acquisition. The definitive proxy statement will be mailed to CB&I shareholders. Investors and security holders may obtain a copy of such documents free of charge from the SEC's website at www.sec.gov. Copies of such documents may also be obtained free of charge from CB&I's website at www.cbi.com. Participants in the Solicitation CB&I and its directors and executive officers may be deemed to be participants in the solicitation of proxies from CB&I's shareholders in favor of the proposed acquisition. Information regarding CB&I's directors and executive officers is available in CB&I's proxy statement for its 2007 annual meeting of stockholders, which was filed with the SEC on April 10, 2007. Additional information regarding the interests of such potential participants will be included in the proxy statement and other relevant documents filed with the SEC when they become available. You can obtain free copies of these documents from CB&I using the contact information above. Any statements made in this release that are not based on historical fact are forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. and represent management's best judgment as to what may occur in the future. The actual outcome and results are not guaranteed, are subject to risks, uncertainties and assumptions, and may differ materially from those expressed or implied by any forward-looking statements. A variety of factors could cause business conditions and results to differ materially from what is contained in the forward-looking statements including, but not limited to, the Company's ability to realize cost savings from its expected performance of contracts; the uncertain timing and funding of new contract awards, and project cancellations and operating risks Operating risk The inherent or fundamental risk of a firm, without regard to financial risk. The risk that is created by operating leverage. Also called business risk. ; cost overruns on fixed price, target price or similar contracts whether as the result of improper estimates or otherwise; risks associated with percentage-of-completion accounting; the Company's ability to settle or negotiate unapproved un·ap·proved adj. Not approved or sanctioned: an unapproved vaccine; an unapproved protest march. change orders and claims; changes in the costs or availability of, or delivery schedule for, equipment, components, materials, labor or subcontractors; adverse impacts from weather conditions may affect the Company's performance and timeliness of completion, which could lead to increased costs and affect the costs or availability of, or delivery schedule for, equipment, components, materials, labor or subcontractors; increased competition; fluctuating revenue resulting from a number of factors, including the cyclical nature of the individual markets in which the Company's customers operate; lower than expected activity in the hydrocarbon industry, demand from which is the largest component of the Company's revenue; lower than expected growth in Company's primary end markets, including but not limited to LNG LNG (liquefied natural gas): see under natural gas. and refining and related processes; risks inherent in acquisitions and the Company's ability to obtain financing for proposed acquisitions; the Company's ability to integrate and successfully operate acquired businesses and the risks associated with those businesses; adverse outcomes of pending claims or litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. or the possibility of new claims or litigation, including but not limited to pending securities class action litigation, and the potential effect on the Company's business, financial condition and results of operations; the ultimate outcome or effect of the pending Federal Trade Commission order on the Company's business, financial condition and results of operations; lack of necessary liquidity to finance expenditures prior to the receipt of payment for the performance of contracts and to provide bid and performance bonds and letters of credit securing the Company's obligations under its bids and contracts; proposed and actual revisions to U.S. and non-U.S. tax laws, and interpretation of said laws, and U.S. tax treaties with non-U.S. countries (including The Netherlands), that seek to increase income taxes payable; political and economic conditions including, but not limited to, war, conflict or civil or economic unrest in countries in which the Company operates; and a downturn or disruption in the economy in general. Additional factors which could cause actual results to differ materially from such forward-looking statements are described under "Risk Factors" as set forth in the Company's Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. filed with the SEC for the year ended Dec. 31, 2006. The Company does not undertake to update any forward-looking statements contained herein, whether as a result of new information, future events or otherwise. |
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