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    Cal Dive to acquire Remington Oil and Gas

    News // January 24, 2006

    Cal Dive International and Remington Oil and Gas have announced that they have signed an agreement under which Cal Dive will acquire Remington in a transaction valued at approximately US$1.4 billion.

    Under the terms of the agreement, Remington stockholders, will receive in the merger US$27.00 in cash and 0.436 shares of Cal Dive common stock for each Remington share they own. This represents a transaction value of approximately US$46.33 per share, based on the closing price of Cal Dive shares on January 20th.

    At closing the total net cost to Cal Dive will be reduced by the approximate US$2 per share of cash Remington is expected to have on its balance sheet at that time.

    The acquisition is conditional upon, among other things, the approval of Remington stockholders and customary regulatory approvals. The transaction is expected to be completed in the second quarter.

    Owen Kratz, Chairman and Chief Executive Officer, said: "The acquisition of Remington is the next key step in the evolution of Cal Dive's unique production contracting based business model. Access to both deepwater hydrocarbon prospects and the available means to exploit them, as an operator, should lead to the continuation of our differentiated long term earnings growth."


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