US$6 billion McDermott merger deal with Chicago Bridge & Iron Company

Arias, Fábrega & Fábrega acted as Panama counsel to its Houston based client and global upstream and subsea engineering, procurement and construction company McDermott International (NYSE: MDR) in its US$ 6 billion strategic merger with the downstream provider of industry-leading petrochemical, refining, power, gasification and gas processing technologies and solutions Chicago Bridge & Iron Company (CB&I), to create a premier fully integrated provider of technology, engineering and construction solutions for the energy industry.

In accordance with the terms of the business combination agreement, and as a result of the approval by McDermott stockholders of the 3-to-1 reverse stock split resolution, CB&I shareholders received 0.82407 shares of McDermott common stock for each share of CB&I common stock tendered in the exchange offer.

Each remaining share of CB&I common stock held by CB&I shareholders not acquired by McDermott in the exchange offer was effectively converted into the right to receive the same 0.82407 shares of McDermott common stock that paid in the exchange offer, together with cash in lieu of any fractional shares of McDermott common stock, less any applicable withholding taxes.

As a result of the combination, CB&I common stock will no longer be listed on the New York Stock Exchange and ceased trading prior to the open of the market on May 11, 2018.