Merger to create world's 4th largest jackup fleet

Hercules Offshore Inc. entered into a definitive agreement to acquire 100% of the outstanding stock of TODCO in a stock and cash transaction valued at $2.3 billion, creating the world's fourth largest jackup fleet.

Offshore staff

HOUSTON --Hercules Offshore Inc. entered into a definitive agreement to acquire 100% of the outstanding stock of TODCO in a stock and cash transaction valued at $2.3 billion, creating the world's fourth largest jackup fleet.

The combined company will operate 33 jackup rigs, 27 barge rigs, 64 liftboats, three submersible rigs, nine land rigs and one platform rig.

"This transaction positions Hercules Offshore as one of the leading shallow water oil service providers globally," says Randy Stilley, president, director, and CEO of Hercules.

"Looking forward, Hercules Offshore will continue to focus on seeking strategic growth opportunities, expanding our geographic diversity and maintaining our status as a low-cost provider, while preserving our conservative and disciplined financial management."

"We are very pleased with the signing of this agreement with Hercules Offshore and believe this transaction maximizes value for shareholders," says Jan Rask, president, director, and CEO of TODCO.

"We believe the Hercules Offshore management team has proven acquisition and integration capabilities and will continue to capitalize on growth opportunities that exist in the fragmented offshore jackup drilling market."

Closing of the transaction, subject to regulatory approvals and other customary conditions as well as both Hercules Offshore and TODCO shareholder approval, is expected mid-year.

3/19/2007

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