Cal Dive Enters Asset Purchase Deal with Torch Offshore

Cal Dive International has entered into an asset purchase agreement with Torch Offshore. Under the purchase agreement, Cal Dive has agreed to serve as the "stalking horse" bidder for the purchase of Torch's fleet of vessels, including all equipment, inventory, intellectual property and other assets related to the operation of the vessels. In exchange for these assets, Torch will receive consideration of approximately $92.0 million, including a deposit of $4.6 million, which will be credited towards the purchase price. The purchase agreement does not include Torch's accounts receivable, overhead assets unrelated to the operation of the vessels, and claims owned by Torch's bankruptcy estate.

On April 6, 2005 Torch filed the purchase agreement with the United States Bankruptcy Court for the Eastern District of Louisiana along with a motion seeking the establishment of bidding procedures for an auction that allows other qualified bidders to submit higher or otherwise better offers for all or part of Torch's assets, as required under Section 363 of the Bankruptcy Code. If Cal Dive is the highest bidder for all of Torch's assets, it is anticipated that the transaction will be completed in the second quarter of 2005, pending approval of the Bankruptcy Court and certain government regulatory agencies.

Owen Kratz, Chairman and Chief Executive Officer stated, "This transaction represents our continued commitment to the Marine Contracting business as it remains an integral part of our Production Contracting business model."


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