Independent Committee to Consider Merger Proposal

August 27, 1999

J. Ray McDermott, S.A. announced a proposal was made by the Board of Directors of McDermott International, Inc., to the Independent Committee of J. Ray McDermott's Board of Directors. Under the proposal, McDermott International would acquire all the publicly held shares of JRM. The proposal calls for a merger in which each publicly held share of J. Ray McDermott would be converted into 1.15 shares of McDermott International, Inc. common stock. McDermott International currently owns 63 percent of the common stock of JRM. The Independent Committee of J. Ray McDermott's Board will take the proposal of a merger with McDermott International, Inc. under consideration.

Independent Committee to Consider Merger Proposal

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