McDermott International Inc. and CB&I have agreed to combine in an allstock transaction to create a premier, fully vertically integrated onshore-offshore company, with a broad engineering, procurement, construction and installation service offering and market-leading technology portfolio.

Upon completion of the transaction, McDermott shareholders will own approximately 53 percent of the combined company on a fully diluted basis, and CB&I shareholders will own approximately 47 percent. Under the terms of the business combination agreement, CB&I shareholders will be entitled to receive 2.47221 shares of McDermott common stock for each share of CB&I common stock owned (or 0.82407 shares, if McDermott effects a planned three-to-one reverse-stock split prior to closing), subject to any withholding taxes. The estimated enterprise value of the transaction is approximately $6 billion, based on the closing share price of McDermott.

For more information, visit www.mcdermott.com or www.cbi.com.