Cal Dive International to Acquire Horizon Offshore
12 Junho 2007 - 12:49AM
PR Newswire (US)
HOUSTON, June 11 /PRNewswire-FirstCall/ -- Cal Dive International,
Inc. (NYSE:DVR) and Horizon Offshore, Inc. (NASDAQ:HOFF) announced
today that they have signed a definitive merger agreement under
which Cal Dive will acquire all of the outstanding shares of
Horizon in a stock and cash transaction valued at approximately
$650 million, including approximately $22 million of Horizon's net
debt as of March 31, 2007. Cal Dive expects the combination will:
-- Diversify Cal Dive's vessel fleet and services offering with the
addition of complementary assets consisting of pipelay, pipebury
and derrick barges -- Expand Cal Dive's geographic footprint,
enhancing international growth opportunities and further
diversifying the company's operations -- Provide for greater
economies of scale and increased operational flexibility -- Be
accretive to earnings and cash flow per share -- Preserve Cal
Dive's financial flexibility for future growth initiatives 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. The boards of directors of Cal Dive and Horizon
unanimously approved the transaction. Closing of the transaction is
subject to regulatory approvals and other customary conditions, as
well as Horizon stockholder approval, and is expected to occur in
the third quarter of 2007. Quinn J. Hebert, Chief Executive
Officer, President and Director of Cal Dive, stated, "We are very
excited about this transaction as it is perfectly aligned with the
strategic goals that we have outlined to our investors. The
addition of Horizon's pipelay, pipebury and derrick barges
diversifies Cal Dive's fleet and services offering by enabling us
to offer trunkline and salvage and decommissioning services.
Additionally, Horizon's operations strengthen Cal Dive's existing
platform to further penetrate targeted international regions. We
intend to leverage the strong organizations of both Cal Dive and
Horizon to create long-term value for our companies' stockholders,
customers and over 2,000 employees. We look forward to welcoming
Horizon's employees to the Cal Dive organization and working
together to realize the significant opportunities we expect to
achieve from this combination." David Sharp, Chief Executive
Officer, President and Director of Horizon, stated, "We believe
that this transaction provides our stockholders the opportunity to
realize both immediate value through the cash consideration and the
potential of continuing to participate in a larger organization
with greater economies of scale and the diverse resources needed
for sustained success in our industry. Cal Dive is a company we
know very well through our longstanding business relationship and
we believe that our employees will benefit greatly from the strong
cultural fit." Following the transaction, Quinn Hebert will
continue to serve as President and Chief Executive Officer of the
combined company and the Cal Dive Board of Directors will be
expanded to include two Horizon directors for a total Board of
eight members. The combined company will continue to be based in
Houston, Texas. Transaction Details Under the terms of the
agreement, Horizon stockholders will receive in the merger a
combination of 0.625 shares of Cal Dive common stock and $9.25 in
cash for each share of Horizon common stock outstanding, or an
estimated total of 20.4 million Cal Dive shares and $302.5 million
in cash. Based on Cal Dive's closing stock price on Monday, June
11, 2007, this equates to a transaction value of approximately
$19.25 per Horizon share, which represents premiums of
approximately 14% to Horizon's closing price on Monday, June 11,
2007, and approximately 18% to Horizon's 30-day average trading
price. It is expected that the transaction will be tax free to
Horizon and the stock portion of the consideration will be received
tax free by its stockholders. Upon completion of the transaction,
it is anticipated that Horizon stockholders will own approximately
20% of the common stock of Cal Dive compared to approximately 80%
owned by existing Cal Dive stockholders. It is further anticipated
that Helix Energy Solutions Group, Inc., Cal Dive's majority
stockholder, will own approximately 59% of the combined company,
compared to its current ownership of approximately 73% of Cal Dive.
The cash portion of the transaction will be funded through a $675
million commitment from Bank of America, consisting of a $375
million senior secured term loan and a $300 million senior secured
revolving credit facility. There is no financing condition to
consummation of the transaction. Following the transaction, Cal
Dive believes its strong cash flow from operations will allow it to
reduce its net debt, fully fund its current capital program and
pursue future growth initiatives. The limited amortization payments
and prepayable nature of the term loan provide Cal Dive significant
financial flexibility. In connection with this transaction, Banc of
America Securities LLC and J.P. Morgan Securities Inc. have
terminated an equity lockup agreement that was scheduled to expire
on June 12, 2007. Advisors Banc of America Securities LLC acted as
financial advisor and Fulbright & Jaworski, L.L.P. acted as
legal advisor to Cal Dive for this transaction. Lehman Brothers
Inc. acted as financial advisor and Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P. acted as legal advisor to
Horizon for this transaction. Conference Call Cal Dive will hold a
conference call and webcast at 9:00 a.m. Central Daylight Time, on
Tuesday, June 12, 2007 to discuss the details of the transaction.
Presentation materials can be accessed at the Investor Relations
page of Cal Dive's website at http://www.caldive.com/. The call
will be accessible to the public by telephone or webcast. To
participate by telephone, dial 866-277-1184 (U.S.) or 617-597-5360
(International), passcode 35309505. The call will also be webcast
live and a replay will be available from the same page of Cal
Dive's website. The webcast is also being distributed to both
institutional and individual investors through the Thomson/CCBN
StreetEvents Network. Individual investors can listen to the call
at http://www.earnings.com/, Thomson/CCBN's individual investor
portal, powered by StreetEvents. Institutional investors can access
the call via Thomson's password-protected event management site,
StreetEvents at http://www.streetevents.com/. About Cal Dive
International Cal Dive International, Inc., headquartered in
Houston, Texas, is a marine contractor that provides manned diving,
pipelay and pipe burial services to the offshore oil and natural
gas industry on the Gulf of Mexico Outer Continental Shelf, the
Middle East, Southeast Asia and Australia, with a fleet of 26
vessels, including 23 surface and saturation diving support vessels
as well as three shallow water pipelay vessels. About Horizon
Offshore Horizon Offshore, Inc., headquartered in Houston, Texas,
provides marine construction services for the offshore oil and gas
and energy industries. The Company's fleet of nine vessels is used
to perform a wide range of marine construction services, including
installation and repair of marine pipelines to transport oil and
gas and other subsea production systems, and the installation and
abandonment of production platforms, in the Gulf of Mexico, Latin
America, Southeast Asia/Mediterranean, and West Africa. Cautionary
Statement on Forward-Looking Statements This press release may
include "forward-looking" statements within the meaning of the
Private Securities Reform Act of 1995, which represent Cal Dive's
and Horizon's expectations and beliefs concerning future events
that involve risks and uncertainties that could cause results to
differ materially from those currently anticipated. These
statements are generally identifiable through our use of words such
as "believe," "expect," "anticipate," "intend," "plan," "estimate,"
"project" and similar expressions and include any statements that
we make regarding our expectations, consummation of the proposed
merger, and the benefits of the proposed merger. The
forward-looking statements speak only as of the date of this
release, and we undertake no obligation to update or revise such
statements to reflect new information or events as they occur.
Actual future results may differ materially due to a variety of
factors, including changes in the level of offshore exploration,
development and production activity in the oil and natural gas
industry, our inability to obtain contracts with favorable pricing
terms if there is a downturn in our business cycle, intense
competition in our industry, the operational risks inherent in our
business, and other risks detailed in Cal Dive's and Horizon's
respective filings with the Securities and Exchange Commission,
copies of which may be obtained free of charge from the SEC's
website at http://www.sec.gov/, or each company's respective
website, at http://www.caldive.com/ or
http://www.horizonoffshore.com/. Risks with respect to the
combination of Cal Dive and Horizon include the risk that we will
not be able to close the transaction, as well as difficulties in
the integration of the operations and personnel of Horizon,
diversion of management's attention away from other business
concerns, and the assumption of any undisclosed or other
liabilities of Horizon. Each of Cal Dive and Horizon expects to
incur substantial transaction and merger related costs associated
with completing the transaction, obtaining regulatory approvals,
combining the operations of the two companies and achieving desired
synergies. Additional unanticipated costs may be incurred in the
integration of the businesses. Expected benefits of the merger may
not be achieved in the near term, or at all. Cal Dive will have a
significant amount of additional debt if the merger is consummated.
Additional Information This press release may be deemed to be
soliciting material relating to the proposed merger transaction
between Cal Dive and Horizon. In connection with the proposed
merger, Cal Dive will file a Registration Statement on Form S-4,
Horizon will file a proxy statement, and Cal Dive will file an
information statement and both companies will file other relevant
documents concerning the proposed merger with the SEC. Investors
and securities holders of both companies are urged to read the Form
S-4, proxy statement and information statement when they become
available because those documents will contain important
information about the proposed merger. The definitive proxy
statement will be mailed to Horizon stockholders, and the
definitive information statement will be mailed to Cal Dive
stockholders. Investors and security holders may obtain a copy of
such documents free of charge from the SEC's website at
http://www.sec.gov/. Copies of such documents may also be obtained
free of charge from Cal Dive's website at http://www.caldive.com/
and Horizon's website at http://www.horizonoffshore.com/.
Participants in the Solicitation Cal Dive, Horizon and their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from Horizon's
stockholders in favor of the proposed merger. Information regarding
Cal Dive's directors and executive officers is available in Cal
Dive's proxy statement for its 2007 annual meeting of stockholders,
which was filed with the SEC on April 9, 2007. Information
regarding Horizon's directors and executive officers is available
in Horizon's proxy statement for its 2007 annual meeting of
stockholders, which was filed with the SEC on April 24, 2007.
Additional information regarding the interests of such potential
participants will be included in the proxy statement and
information statement, and other relevant documents filed with the
SEC when they become available. You can obtain free copies of these
documents from Cal Dive or Horizon using the contact information
above. DATASOURCE: Cal Dive International, Inc. CONTACT: G. Kregg
Lunsford, Chief Financial Officer of Cal Dive International, Inc.,
+1-281-618-0516; or Ronald D. Mogel, Chief Financial Officer of
Horizon, +1-713-243-2753 Web site: http://www.caldive.com/
http://www.horizonoffshore.com/ http://www.earnings.com/
http://www.streetevents.com/
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