Cal Dive filing will extend waiting period in acquisition of Horizon Offshore

By Lisa Kerner

Charlotte, N.C., Aug. 27 - Cal Dive International, Inc. said it plans to resubmit on Aug. 29 its previously withdrawn filing with the Federal Trade Commission and the Department of Justice under the Hart-Scott-Rodino Act. The filing is in connection with Cal-Dive's proposed acquisition of Horizon Offshore, Inc.

As a result, the Hart-Scott-Rodino waiting period will be extended to Sept. 28 unless early termination is granted.

Cal Dive voluntarily withdrew its filing in order to give the Department of Justice additional time to review the transaction, a company statement said.

Under the Houston-based companies' June 12 definitive agreement, Cal-Dive will acquire Horizon Offshore in a stock and cash transaction valued at approximately $650 million, including debt. Horizon Offshore stockholders will receive about $19.25 per share consisting of 0.625 of a share of Cal Dive common stock and $9.25 in cash, or a total of 20.4 million Cal Dive shares and $302.5 million in cash.

It was previously reported that Cal Dive will fund the cash portion of the deal through a $675 million commitment from Bank of America, including a $375 million senior secured term loan and a $300 million senior secured revolving credit facility.

Both companies' boards of directors unanimously approved the transaction, which was expected to close in the third quarter of 2007. The combined company will operate a fleet of 23 diving support vessels, seven pipelay/pipebury barges, one dedicated pipebury barge, one multi-service vessel, one combination derrick/pipelay barge and two derrick barges.

Cal Dive is a marine contractor that provides manned diving, pipelay and pipe burial services to the offshore oil and natural gas industry.

Horizon Offshore provides marine construction services for the offshore oil and gas and energy industries.

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