2013/3/1 - ShawCor Special Committee Recommends Approval Of Proposed Restructuring Transaction

The Special Committee is asking all ShawCor shareholders to complete their proxies and/or to attend at the Special Meeting, and to vote in favour of the elimination of ShawCor's dual class share structure for the following reasons:

• The reorganization transaction is expected to be accretive to ShawCor from an earnings per share perspective.
  
  
• The premium to the current trading price and resulting dilution to Class A shareholders is within the range of precedents generally seen in similar types of transactions.
  
  
• The Special Committee has received a fairness opinion from TD Securities that the consideration to be paid to the Class B shareholders pursuant to the transaction is fair, from a financial point of view, to the Class A and Class B shareholders, other than the controlling shareholder.
  
  
• The elimination of the Class B shares, which do not otherwise have a "sunset" provision, may facilitate future change of control transactions following the completion of the transaction, as "control" will be transferred to the general market.
  
  
• The transaction will result in a widely held single class share structure, and is expected to diversify ShawCor's shareholder base, as many investment mandates exclude investment in companies with dual class share structures, and to increase liquidity and provide for enhanced financing flexibility going forward.
  
  
• After completion of the transaction, all remaining shareholders will receive a $1.00 per share special dividend.
  
  
• The proforma impact of the proposed transaction on ShawCor's financial condition as at December 31, 2012, and assuming the transaction was completed on that date, indicates a total debt to EBITDA ratio of 1.43 to 1, which is quite reasonable particularly given the outlook for solid EBITDA growth and compared to our peers.
  
  
• To support the transaction we will issue investment grade senior notes at an attractive 3.65% interest rate with an average term of over 10 years.  Our notes offering was oversubscribed, providing affirmation that our capital structure, post transaction, is both appropriate and efficient.
  
  
• After the transaction, our cash balances combined with available credit lines in excess of $165 million will enable us to execute on our growth agenda.

Mr. Jack Petch, Chair of the Special Committee remarked, "ShawCor has just announced record quarterly and annual revenue, EBITDA and net income.  We fully expect that our record backlog of $850 million at year end, the high level of bid activity and strong industry fundamentals will lead to continued strong financial performance in 2013.  ShawCor's future is bright and the Special Committee strongly encourages all ShawCor Class A and Class B shareholders to vote in favour of the Arrangement."

Regardless of the number of shares you own, it is important that you cast your vote today.  If you require assistance with your proxy or have any questions, please contact Kingsdale Shareholder Services Inc. at 1-877-657-5859 or by email at contactus@kingsdaleshareholder.com

Forward-Looking Information
This document includes certain statements that reflect management's expectations and objectives for the Company's future performance, opportunities and growth, which statements constitute forward-looking information under applicable securities laws.  Such statements, other than statements of historical fact, are predictive in nature or depend on future events or conditions. Forward-looking information involves estimates, assumptions, judgments and uncertainties.  These statements may be identified by the use of forward-looking terminology such as ″may″, ″will″, ″should″, ″anticipate″, ″expect″, ″believe″, ″predict″, ″estimate″, ″continue″, ″intend″, ″plan″ and variations of these words or other similar expressions.

Forward-looking information involves known and unknown risks and uncertainties that could cause actual results to differ materially from those predicted by the forward-looking information.  We caution readers not to place undue reliance on forward-looking information as a number of factors could cause actual events, results and prospects to differ materially from those expressed in or implied by the forward looking information. These statements of forward-looking information are based on assumptions, estimates and analysis made by management in light of its experience and perception of trends, current conditions and expected developments as well as other factors believed to be reasonable and relevant in the circumstances.  These assumptions include finalization of the Arrangement and the Company's ability to complete due diligence and to finalize and execute definitive documentation with its lenders and prospective note holders. The Company believes that the expectations reflected in the forward-looking information are based on reasonable assumptions in light of currently available information.  However, should one or more risks materialize or should any assumptions prove incorrect, the Company can give no assurance that such expectations will be achieved.

When considering the forward looking information in making decisions with respect to the Company, readers should carefully consider the foregoing factors and other uncertainties and potential events.  The Company does not assume the obligation to revise or update forward looking information after the date of this document or to revise it to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.

SOURCE ShawCor Ltd.