Cal Dive International to Acquire Horizon Offshore

Cal Dive International, Inc. and Horizon Offshore, Inc. announced 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.