Sealift/Dockwise to Acquire Offshore Kinematics & Ocean Dynamics

Sealift has signed an agreement to acquire the entire share capital of Offshore Kinematics and Ocean Dynamics. As consideration for the acquisition, the Company has agreed to issue 6.9 million new shares, of which 3.2 million will be held in escrow and released in annual installments over 3 years, plus $15.7 million in cash to the current principals of OKI and ODL.

The Company expects revenue synergies and growth potential for the Dockwise Group from these acquisitions. This combination enhances the Dockwise Group position as a leading integrated transport and installation service provider for the Oil and Gas sector, in particular through floatovers.

OKI, ODL and the Dockwise Group have complementary strengths and expertise. The Dockwise Group's key existing assets, namely its large open stern semi submersible vessels, and its established engineering and project management capabilities, fit with OKI's and ODL's extensive experience in the design, engineering and installation of offshore modules specifically using the floatover method.

Offshore Kinematics is a leading engineering, design, testing and supply company for floatover installation systems, having developed several proprietary systems and designs that have become critical to the floatover process. In addition to floatover systems, OKI brings the engineering and design capability for a full range of related equipment and structures.

Ocean Dynamics is an engineering and design consulting firm related to OKI, focused primarily on marine installation and structures. ODL has also established itself as a leader in the general installation, structural, mooring and riser engineering market. Additionally, ODL's capabilities include detailed structural design of topsides and jackets, global marine and structural design of floating structures, and advanced mooring and riser analyses.

Upon completion of the agreement, the CEO of Offshore Kinematics, Steven Byle will join the Senior Management team of the Dockwise Group, focusing his efforts on the offshore floatover installation business, as well as on the development of new business and technology related to marine oil services. The President of ODL, Jim Li, will join the Dockwise Group as the Manager for the US and China Engineering. In addition, the Dockwise Group will benefit from a further 31 engineers, with extensive experience within the sector. The acquisition is expected to be completed by 30 July 2007. The total amount of the Company's shares outstanding after the issuance of new shares to OKI and ODL will amount to 210.9 million. The Dockwise Group, OKI and ODL have a backlog of marine services projects, with six floatover projects currently ongoing between the three companies. The acquisitions are not expected to dilute the Company's 2007 EPS.