Proposed Settlement of $10.5 million
in cash and the implementation of certain corporate governance provisions
To: All persons who purchased securities of Chicago Bridge
& Iron Co. N.V. ("CB&I") between March 9, 2005 to February 3, 2006,
inclusive, and were damaged thereby.
Please read this information carefully. If you are a Settlement Class Member
(as defined below), your rights will be affected by these proceedings and you
may be entitled to receive benefits under a proposed settlement.
Securities Brokers and other Nominees: Please see instructions at the bottom of
this page.
IMPORTANT DATES
& DEADLINES
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| Settlement Hearing: |
June 3, 2008 at 3:00 p.m.
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| Proof of Claim Deadline:
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Postmarked and mailed no later than June 26, 2008 |
| Objections Deadline:
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Filed and Served on or before May 8, 2008
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| Exclusion Deadline: |
Postmarked and mailed no later than May 8, 2008
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Further Information:
Further information regarding this Action and Notice may be obtained from
Plaintiffs' Co-Lead Counsel:
Robert M. Roseman, Esq.
Spector Roseman & Kodroff, P.C.
1818 Market Street, Suite 2500
Philadelphia, Pennsylvania 19103
Mark S. Willis, Esq.
Cohen, Milstein, Hausfeld & Toll, P.L.L.C.
1100 New York Avenue, N.W.
Suite 500, West Tower
Washington, D.C. 20005
Barry A. Weprin, Esq.
Milberg Weiss LLP
One Pennsylvania Plaza
New York, New York 10119-0165.
Settlement Fairness Hearing
The Court will hold a Settlement Fairness Hearing at 3:00 p.m.
on Tuesday, June 3, 2008, at the United States District Court
for the Southern District of New York, Daniel Patrick Moynihan United States
Courthouse, 500 Pearl Street, New York, NY to determine whether the proposed
settlement is fair, reasonable and adequate, and also to consider the proposed
Plan of Allocation for the proceeds of the Settlement and the application of
Plaintiffs' Co-Lead Counsel for attorneys' fees and reimbursement of expenses.
Lead Plaintiffs' Allegations
Lead Plaintiffs allege, among other things, that Defendants issued materially
false and misleading press releases and other statements regarding the state of
CB&I's business operations and the risks to its financial condition during
the Settlement Class Period - March 9, 2005 through and including February 3,
2006 - in a scheme to artificially inflate the value of CB&I's securities.
Lead Plaintiffs also allege that the Settlement Class Representatives and other
Settlement Class Members purchased the common stock of CB&I during the
Settlement Class Period at prices artificially inflated as a result of the
Defendants' dissemination of materially false and misleading statements
regarding CB&I in violation of Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934, and Rule 10b-5 promulgated thereunder and that named
CB&I executives sold their personally held shares of CB&I common stock
at inflated prices during that time.
Terms of the Settlement
In full and complete settlement of the claims that have or could have been
asserted in the Action, and subject to the terms and conditions of the
Stipulation and Agreement of Settlement, Defendants have paid into a Settlement
Fund of $10.5 million, plus interest.
CB&I also agreed to implement the following corporate governance measures
to last no fewer than five (5) years: (i) all stock sales by any of CB&I's
Directors, or by CB&I's Chief Executive Officer, Chief Financial Officer
and Chief Operating Officer, of shares of their personal holdings in CB&I
stock will be approved in advance of such sales by CB&I's General Counsel;
and (ii) at least one of the Directors on CB&I's Supervisory Board shall
possess an accounting background or related financial management expertise,
which includes knowledge and experience sufficient to evaluate CB&I's
compliance with Generally Accepted Accounting Principles ("GAAP") and Generally
Accepted Auditing Standards ("GAAS").
The Rights of the Settlement Class Members
If you are a Settlement Class Member, you have the following options:
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If you wish to remain a member of the Class, you may share in the proceeds of
the Settlement, provided that you submit an acceptable Proof of Claim by
following the instructions in the Notice. (See Notice, Question 10) If you
submit a valid Proof of Claim form, you WILL be bound by this Settlement and
you WILL be entitled to a share of the Settlement Fund. In order to be eligible
to receive any distribution from the Settlement Fund, you must send a properly
executed Proof of Claim by first class mail postmarked no later than June
26, 2008 to the Claims Administrator.
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If you do not wish to remain a member of the Class, you may exclude yourself
from the Class by following the instructions in the Notice. (See Notice,
Question 13) Persons or entities who exclude themselves from the Class will NOT
be bound by this Settlement, but will NOT receive any share of the Settlement
Fund. If you are a Settlement Class Member and you do not properly exclude
yourself from the Class, you will be bound by the Settlement and the Order and
Final Judgment of the Court, even if you do not submit a Proof of Claim. To
exclude yourself from the Settlement Class, you must send a signed letter by
mail to the Claims Administrator postmarked no later than May 8, 2008.
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If you object to the Settlement or to Plaintiffs' Co-Lead Counsel's application
for fees and expenses, but do not exclude yourself from the Class, you may
present your objections under the procedures described in the Notice. (See
Notice, Question 18) To object, you must submit a signed letter which must be
filed with the Court and served on Counsel on or before May 8, 2008.
Claims Submission and Settlement Administration
The Claims Administrator will notify in writing all Settlement Class Members
whose Proofs of Claim they propose to reject, in whole or in part, setting
forth the reasons for the proposed rejection.
Any Settlement Class Member who does not submit a timely and valid Proof of
Claim will not be entitled to receive proceeds from the Net Settlement Fund,
but WILL be bound by the terms of the Stipulation and Agreement of Settlement,
including the covenants and releases barring any action against the Release
Parties concerning the Settled Claims unless you filed a timely exclusion.
All inquiries concerning the Notice or the Proof of Claim form by Settlement
Class Members should be made to the Claims Administrator in writing and not to
the Court.
Special Notice to Securities Brokers and Other
Nominees
If you purchased securities of Chicago Bridge & Iron Co. N.V. between March
9, 2005 to February 3, 2006, inclusive, for the beneficial interest of a person
or organization other than yourself, the Court has directed that, WITHIN SEVEN
(7) DAYS OF YOUR RECEIPT OF THE NOTICE, you either:
| (a) |
Provide to the Claims Administrator the name and last known address of each
person or organization for whom or which you purchased CB&I securities
during such time period, or
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| (b) |
Request additional copies of the Notice and the Proof of Claim form, which will
be provided to you free of charge, and within seven (7) days mail the Notice
and Proof of Claim form directly to the beneficial owners of those CB&I
securities.
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If you choose to follow alternative procedure (b), the Court has directed that,
upon such mailing, you send a statement to the Claims Administrator confirming
that the mailing was made as directed.
You are entitled to reimbursement from the Settlement Fund of your reasonable
expenses actually incurred in connection with the foregoing, including
reimbursement of postage expense and the cost of ascertaining the names and
addresses of beneficial owners. Those expenses will be paid upon request and
submission of appropriate supporting documentation. All communications
concerning the foregoing should be addressed to the Claims Administrator:
Claims Administrator
Chicago Bridge & Iron Co. Securities Litigation Settlement
c/o Complete Claim Solutions, LLC
Claims Administrator
P.O. Box 24789
West Palm Beach, FL 33416
If you would like to speak with the Claims Administrator's Office, please call
toll-free: (877) 567-4298
Claims
Administrator
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Chicago Bridge & Iron Co. Securities Litigation Settlement
c/o Complete Claim Solutions, LLC
Claims Administrator
P.O. Box 24789
West Palm Beach, FL 33416
info@chicagobridgesecuritiessettlement.com
If you would like to speak with the Claims Administrator's Office, please call
toll-free: (877) 567-4298 |
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