Oceaneering Acquires Drill Support ROV Unit from Stolt

Oceaneering International has acquired from Stolt Offshore S.A. its drill support remotely operated vehicle (ROV) business. This included 34 work class ROVs, 10 observation class ROVs, ancillary equipment, and related contracts and employees. The purchase price of $48.4 million excluded financial working capital.

During 2004 Oceaneering expects this acquisition to be accretive to net income in the range of $1.5 to $2.3 million. The newly-acquired operations should generate approximately $30 to $32 million in revenue and $5 to $6 million of operating income, after approximately $4 million of depreciation and amortization expense. In 2005, Oceaneering projects the incremental net income accretion to be $2.5 to $3.0 million.

John Huff, Chairman and Chief Executive Officer, stated, "We are pleased to have closed this transaction in a timely manner. The acquisition of these ROVs from Stolt Offshore, along with their qualified work force and the contracts in place, represents a significant expansion of our existing operations overall, particularly in international markets. The vehicles acquired from Stolt Offshore currently are strategically positioned in West Africa, Brazil, and Norway, and both the people and the equipment are highly regarded in the industry.

"As a result of this acquisition, we are increasing our estimate of Oceaneering's 2004 EPS to a range of $1.60 to $1.70 from the $1.55 to $1.60 range we recently discussed as part of our year-end 2003 earnings press release. Consequently, we now believe that it will be possible to achieve record EPS in 2004."

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