CalDive to acquire Remington Oil & Gas

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

Offshore staff

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

Under the terms of the agreement, Remington stockholders will receive in the merger $27 in cash and 0.436 shares of Cal Dive common stock for each Remington share they own. This represents a transaction value of approximately $46.33 per share, based on the closing price of Cal Dive shares on Friday, Jan. 20, 2006.

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

The acquisition is conditioned upon, among other things, the approval of Remington stockholders and customary regulatory approvals. The transaction is expected to be completed in 2Q 2006.

As of the end of 2005, Remington had around 280 bcfe of proved reserves (unaudited) and identified prospects with risked reserves of over 1,100 bcfe. Remington's office in Dallas, Texas will be maintained and all key management and operations personnel will become employees of Cal Dive at closing of the transaction.

Owen Kratz, chairman and CEO, stated, "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."

01/23/06

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