ShawCor Ltd. To Acquire Desert NDT LLC

Press Release, May 8, 2014
TORONTO, May 8, 2014 /PRNewswire/ - SHAWCOR LTD. (TSX: SCL) (ShawCor) today announced that it has entered into a definitive purchase agreement to acquire all of the outstanding shares of Desert NDT LLC ("Desert") for a total consideration of approximately US$260 million. Desert is a Houston-based provider of non-destructive testing ("NDT") services for new oil and gas gathering pipelines and infrastructure integrity management services. Desert operates through 18 branches located in major U.S. oil and gas basins and its trailing twelve month EBITDA is in excess of US$33 million with operating income of approximately US$22 million.

The transaction is subject to U.S. regulatory approval and is expected to close in the third quarter of 2014. The acquisition will be funded with cash and through available revolving credit facilities. Post-closing, ShawCor may consider raising equity to repay a portion of its outstanding revolving debt. The transaction is expected to be accretive to ShawCor's earnings per share within the first 12 months.

Mr. Steve Orr, President and CEO of ShawCor stated that: "We are very pleased to welcome Desert to the ShawCor family. Desert's NDT offering is expected to increase ShawCor's exposure to the growing unconventional oil and gas production in the United States, and to complement the business of Shaw Pipeline Services, ShawCor's NDT business unit. The acquisition of Desert will also be a vehicle to advance our integrity management strategy of providing management and data centric solutions for our customer's production, processing and pipeline assets. Desert's integrity management business complements our recent investments in Zedi and Vintri and is anticipated to provide ShawCor the foundation to generate recurring revenue from our customers' operating expenditure budgets".

ShawCor Ltd. is a global energy services company specializing in products and services for the pipeline and pipe services and the petrochemical and industrial segments of the oil and gas industry. The Company operates through eight divisions with over seventy-five manufacturing and service facilities located around the world. ShawCor will acquire Desert NDT from an investment group including Sterling Partners and Desert's founders. Sterling Partners is a growth-oriented private equity firm with offices inChicago, Baltimore, and Miami.

This news release contains forward-looking information within the meaning of applicable securities laws. This forward looking information is based on assumptions, estimates, and analysis made in the light of the Company's experience and its perception of trends, current conditions and expected developments, as well as other factors that are believed by the Company to be reasonable and relevant in the circumstances.  Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from those predicted, expressed, or implied by the forward-looking information. The forward-looking information is provided as of the date of this news release and the Company does not assume any obligation to update or revise the forward-looking information to reflect new events or circumstances, except as required by law. While determined in accordance with U.S. GAAP, Desert's trailing twelve month EBITDA disclosed above is calculated in a similar manner to ShawCor's EBITDA, which is described in ShawCor's Management Discussion and Analysis dated May 1, 2014.

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