Cal Dive Completes Acquisition of Torch Assets

Cal Dive International has closed an asset purchase agreement with Torch Offshore, Inc. following early termination of the second review of the transaction by the Department of Justice. Under the terms of the purchase agreement Cal Dive paid a consideration of $85 million for two shelf pipelay barges; four shelf diving vessels; the deepwater pipelay vessel Midnight Express; and a portable saturation diving system, together with all equipment, inventory, intellectual property and other assets related to the operations of the vessels.

Martin Ferron, President, stated, "We are very pleased to have concluded this complicated transaction and are now focused on getting the acquired assets back to work, especially given the extra demand generated by Hurricane Katrina. We expect this to happen on a phased basis before the end of the year due to the need to drydock several of the vessels. The Midnight Express will be placed in service this year in its present condition, but will require significant upgrade work next year to reach its optimum pipelay capability. We expect the overall drydocking and upgrade budget to be around $30 million for all of the assets.

"The deal should be accretive to fourth quarter earnings this year and we expect the acquired assets to generate between $25 million - $30 million of operating cash flow on a full year basis."


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