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    Cal Dive completes acquisition of Torch Offshore assets

    News // September 1, 2005

    Midnight Express is one of a number of vessels acquired by Cal Dive.

    Cal Dive International has announced today that it has completed an asset purchase agreement with Torch Offshore 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 US$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 dry-dock several of the vessels. 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 US$30 million for all of the assets."

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



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