Cal Dive International, Inc. Enters Into Asset Purchase Agreement With Torch Offshore
08 4월 2005 - 7:00AM
PR Newswire (US)
Cal Dive International, Inc. Enters Into Asset Purchase Agreement
With Torch Offshore HOUSTON, April 7 /PRNewswire-FirstCall/ -- Cal
Dive International, Inc. (NASDAQ:CDIS) announced today that it has
entered into an asset purchase agreement with Torch Offshore, Inc.
(OTC Pink Sheets: TORCQ). Under the purchase agreement, Cal Dive
has agreed to serve as the "stalking horse" bidder for the purchase
of Torch's fleet of vessels, including all equipment, inventory,
intellectual property and other assets related to the operation of
the vessels. In exchange for these assets, Torch will receive
consideration of approximately $92.0 million, including a deposit
of $4.6 million, which will be credited towards the purchase price.
The purchase agreement does not include Torch's accounts
receivable, overhead assets unrelated to the operation of the
vessels, and claims owned by Torch's bankruptcy estate. On April 6,
2005 Torch filed the purchase agreement with the United States
Bankruptcy Court for the Eastern District of Louisiana along with a
motion seeking the establishment of bidding procedures for an
auction that allows other qualified bidders to submit higher or
otherwise better offers for all or part of Torch's assets, as
required under Section 363 of the Bankruptcy Code. If Cal Dive is
the highest bidder for all of Torch's assets, it is anticipated
that the transaction will be completed in the second quarter of
2005, pending approval of the Bankruptcy Court and certain
government regulatory agencies. Owen Kratz, Chairman and Chief
Executive Officer stated, "This transaction represents our
continued commitment to the Marine Contracting business as it
remains an integral part of our Production Contracting business
model." Cal Dive International, Inc., headquartered in Houston,
Texas, is an energy service company which provides alternate
solutions to the oil and gas industry worldwide for marginal field
development, alternative development plans, field life extension
and abandonment, with service lines including marine diving
services, robotics, well operations, facilities ownership and oil
and gas production. This press release contains forward-looking
statements that involve risks, uncertainties and assumptions that
could cause our results to differ materially from those expressed
or implied by such forward-looking statements. All statements,
other than statements of historical fact, are statements that could
be deemed "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, including,
without limitation, any projections of revenue, gross margin,
expenses, earnings or losses from operations, or other financial
items; any statements of the plans, strategies and objectives of
management for future operations; any statement concerning
developments, performance or industry rankings relating to
services; any statements regarding future economic conditions or
performance; any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing. The
risks, uncertainties and assumptions referred to above include the
performance of contracts by suppliers, customers and partners;
employee management issues; as described from time to time in our
reports filed with the Securities and Exchange Commission,
including the Company's Annual Report on Form 10-K for the year
ending December 31, 2004. We assume no obligation and do not intend
to update these forward-looking statements. DATASOURCE: Cal Dive
International, Inc. CONTACT: Wade Pursell, Chief Financial Officer
of Cal Dive International, Inc., +1-281-618-0400, or fax,
+1-281-618-0505 Web site: http://www.caldive.com/
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