Cal Dive International to Acquire Horizon Offshore

Sea Technology, Jul 2007

Horizon Offshore Inc. (Houston, Texas) announced last month that it has entered into a definitive merger agreement with Cai Dive International Inc. (Houston, Texas).

Under the terms of the agreement, Horizon stockholders will receive aggregate total consideration equal to 0.625 shares of Cai Dive common stock and $9.25 in cash for each share of Horizon common stock outstanding, or an estimated total of 20.4 million Cai Dive shares and $302.5 million in cash.

Based on CaI Dive's closing stock price on June 11, this equates to a transaction value of approximately $19.25 per Horizon share, which represents premiums of approximately 14 percent to Horizon's closing price and approximately 1 8 percent to Horizon's 30-day average trading price. The transaction is valued at approximately $650 million.

The merger agreement includes a "go shop" provision that allows Horizon to actively solicit alternative acquisition proposals from third parties until July 27. After mat date, Horizon may only respond to certain unsolicited proposals prior to Horizon's stockholders' approval of the transaction. If Horizon's board of directors accepts a superior proposal, it will terminate the merger agreement and would be obligated to pay CaI Dive a break-up fee of approximately $9.4 million. In accordance wim me merger agreement, Horizon, with me assistance of its advisers, intends to actively solicit superior proposals during this period, it said.

Horizon advises that mere can be no assurance that the solicitation of superior proposals will result in an alternative transaction.

Horizon does not intend to disclose developments with respect to the solicitation process unless and until its board of directors has made a decision, representatives said.

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