April 8, 2005

Cal Dive makes "stalking horse" bid for Torch assets

Torch Offshore, Inc. (Pink Sheets: TORCQ), which filed for Chapter 11 reorganization on January 7, 2005, says it has entered into an asset purchase agreement with Cal Dive International, Inc. (NASDAQ: CDIS).

Statements from both Torch and Cal Dive say that Cal Dive has agreed to serve as the "stalking horse" bidder for the purchase of the Torch fleet of vessels, including all equipment, inventory, intellectual property and other assets related to the operation of the vessels. In exchange for these assets, Torch will receive consideration of approximately $92.0 million, including a deposit of $4.6 million, which will be credited towards the purchase price. The Agreement does not include Torch's accounts receivable, overhead assets unrelated to the operation of the vessels, and claims owned by the company's bankruptcy estate.

The agreement has been filed with the United States Bankruptcy Court for the Eastern District of Louisiana along with a motion seeking the establishment of bidding procedures for an auction that allows other qualified bidders to submit higher or otherwise better offers for all or part of the company's assets, as required under Section 363 of the Bankruptcy Code.

Torch says it anticipates that a transaction involving all or part of its assets will be completed in the second quarter of 2005, pending approval of the Bankruptcy Court and certain government regulatory agencies.

Cal Dive Chairman and CEO Owen Kratz stated:"This transaction represents our continued commitment to the Marine Contracting business as it remains an integral part of our Production Contracting business model."

Cal Dive, headquartered in Houston, is an energy service company that provides alternate solutions to the oil and gas industry worldwide for marginal field development, alternative development plans, field life extension and abandonment. Its services include marine diving services, robotics, well operations, facilities ownership and oil and gas production.

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