By Lisa Kerner
Charlotte, N.C., June 12 - Cal Dive International, Inc. entered a definitive agreement to acquire Horizon Offshore, Inc. in a stock and cash transaction valued at approximately $650 million, including debt.
Horizon stockholders will receive about $19.25 per share consisting of 0.625 of a share of Cal Dive common stock and $9.25 in cash, or a total of 20.4 million Cal Dive shares and $302.5 million in cash.
A termination fee of $18,882,896 is included in the agreement.
Once the transaction is complete, Horizon stockholders will own approximately 20% of the common stock of Cal Dive. Helix Energy Solutions Group, Inc., Cal Dive's majority stockholder, will own about 59% of the combined company.
Cal Dive will fund the cash portion of the deal through a $675 million commitment from Bank of America, including a $375 million senior secured term loan and a $300 million senior secured revolving credit facility.
Both companies' boards of directors unanimously approved the transaction, which is expected to close in the third quarter of 2007.
"We are very excited about this transaction as it is perfectly aligned with the strategic goals that we have outlined to our investors," Cal Dive chief executive officer and president Quinn J. Hebert said in a company news release.
"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. 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."
Hebert will be president and chief executive officer of the combined company. Cal Dive's board will be expanded to eight members and will include two Horizon directors.
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.
Cal Dive is a marine contractor that provides manned diving, pipelay and pipe burial services to the offshore oil and natural gas industry. Horizon provides marine construction services for the offshore oil and gas and energy industries. The companies are based in Houston.
| Acquirer: | Cal Dive International, Inc.
|
| Target: | Horizon Offshore, Inc.
|
| Transaction value: | $650 million
|
| Price per share: | $19.25 (0.625 of a Cal Dive share and $9.25 in cash)
|
| Announcement date: | June 12
|
| Termination fee: | $18,882,896
|
| Expected closing: | Third quarter of 2007
|
| Stock price for acquirer: | NYSE: DVR: $16.00 on June 11
|
| Stock price for target: | Nasdaq: HOFF: $16.95 on June 11
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