Cal Dive International Inc., Houston, (Nasdaq: CDIS) plans to acquire Dallas-based Remington Oil and Gas Corp. (NYSE: REM) in a transaction valued at approximately $1.4 billion. Under the terms of the agreement, Remington stockholders will receive $27 in cash and 0.436 shares of Cal Dive common stock per Remington share, which represents a transaction value of approximately $46.33 per share, based on the Cal Dive closing price on Friday, Jan. 20. At closing, the total net cost to Cal Dive will be reduced by the approximate $2 per share of cash Remington is expected to have on its balance sheet at that time. The transaction is expected to be completed in the second quarter. Remington's core area is in the Gulf of Mexico with an increasing focus on the deepwater. As of the end of 2005, Remington had proved reserves of 280 billion cubic feet of gas equivalent and identified prospects with risked reserves of more than 1.1 trillion cubic feet of gas equivalent. Remington's Dallas office will be maintained and all key management and operations personnel will become employees of Cal Dive at closing of the transaction. "The acquisition of Remington is the next key step in the evolution of Cal Dive's unique production contracting based business model," says Owen Kratz, chairman and chief executive of Cal Dive. "Access to both deepwater hydrocarbon prospects and the available means to exploit them, as an operator, should lead to the continuation of our differentiated long term earnings growth."