Helix Energy Solutions Group, Inc. Announces Merger Agreement and Strategic Transaction

Key Points

• Helix Energy Solutions Group, Inc. (NYSE: HLX) has entered into a definitive Agreement and Plan of Merger to acquire another company through a two-step merger process.
• The transaction involves issuance of new shares of Helix (“Converted Parent Common Stock”) and is subject to various customary closing conditions, regulatory approvals, and shareholder votes.
• The Merger Agreement includes material provisions regarding the treatment of equity awards, governance changes, employee benefits, and board structure.
• The transaction is expected to result in a combined, stronger entity with anticipated synergies, financial benefits, and enhanced operational scale.
• The deal is not yet completed and is subject to approval by regulators and shareholders, including SEC effectiveness of a registration statement and NYSE listing approvals for new shares.

Detailed Summary and Shareholder-Relevant Information

1. Transaction Overview

Helix Energy Solutions Group, Inc. (“Parent,” trading symbol: HLX) has entered into a definitive Agreement and Plan of Merger with Odyssey Sub, Inc. (“Parent Sub”) and another company (the “Company”). The transaction will be effected through a two-step merger, resulting in the Company becoming a wholly owned subsidiary of Helix.

The Board of Directors of both Helix and the Company have unanimously approved the Merger Agreement, declaring it fair and advisable for their respective shareholders. Importantly, the holders of a majority of the Company’s outstanding common stock have already provided written consent to adopt the Merger Agreement, ensuring Company-side shareholder approval.

2. Transaction Structure and Consideration

• Shareholders of the Company will receive shares of Converted Parent Common Stock (newly issued Helix shares) in exchange for their Company shares. The exchange ratio and fractional share arrangements are specifically detailed in the agreement.
• The agreement also provides for the treatment of all Company equity awards (RSUs, PSUs, options, and warrants), which will be converted into rights to acquire Helix stock under the same terms.
• Any fractional shares resulting from the exchange will be paid out in cash, calculated using a 10-day volume-weighted average price of Helix shares on the NYSE prior to closing.
• Holders of Company shares will not receive any pre-closing Helix dividends, and vice versa; only post-closing entitlements will apply.

3. Closing Conditions

The merger is subject to several closing conditions, including:

• Approval of the “Requisite Parent Vote Matters” by Helix shareholders
• Expiration or termination of the Hart-Scott-Rodino (HSR) waiting period and necessary antitrust and foreign investment clearances
• No injunction or legal restraint by governmental authorities
• Approval of Converted Parent Common Stock for listing on the NYSE
• SEC effectiveness of a Form S-4 registration statement covering shares to be issued in the merger
• The accuracy of representations and warranties (subject to negotiated materiality standards)

4. Governance and Board Structure

• The agreement provides for a new governance structure post-closing. The new Helix Board (“New Board”) will be composed of a mutually-agreed mix of directors from both companies, including at least one Helix designee and one Company designee on each committee.
• Certain key governance policies, a new securityholders agreement, and indemnification arrangements for directors and officers will be implemented at closing.

5. Employee and Executive Arrangements

• All existing employee benefit plans and awards will be addressed in the merger, with certain plans to be assumed or converted to Helix plans as appropriate.
• Directors and officers of both companies are covered by indemnification provisions and insurance arrangements as part of the agreement.

6. Important Shareholder Information

• Helix shareholders will receive a proxy statement/prospectus regarding the transaction once the SEC registration is declared effective. Shareholder approval is required for certain matters, and a special meeting will be called.
• Shareholders are strongly urged to read the proxy statement/prospectus and related SEC filings, which will be made available for free on both the SEC’s website (www.sec.gov) and Helix’s investor relations site (helixesg.com).
• Directors and officers of both companies may be deemed participants in the proxy solicitation.

7. Forward-Looking Statements and Risks

• This report and related filings contain forward-looking statements regarding the anticipated timing, benefits, and financial and strategic impact of the merger.
• Risks include the possibility of regulatory or shareholder disapproval, the emergence of competing offers, potential disruption to business, uncertainty regarding synergy realization, integration risks, and market volatility. There is also a risk of transaction termination and related expenses or penalties.

8. No Offer or Solicitation

This communication is not an offer to buy or sell any securities, nor does it constitute a solicitation of any vote or approval. Any such offer will be made only by means of a prospectus meeting SEC requirements.

Potential Share Price Impact

• This is a major strategic transaction for Helix and the Company, with the potential to create significant value through synergies, enhanced scale, and efficiencies.
• The transaction, if completed, may materially impact the share price of Helix Energy Solutions Group, Inc. (HLX), depending on market perceptions of the deal’s strategic rationale, financial benefits, and successful execution of integration plans.
• Shareholders should closely monitor further announcements regarding regulatory approvals, the SEC registration statement, and shareholder meeting dates, as these will be key milestones affecting the deal’s certainty and share price reaction.

Disclaimer: This summary is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any security. The actual terms of the merger and all associated risks and benefits are described in detail in the official filings with the Securities and Exchange Commission. Investors should review all public filings and consult their financial advisor before making any investment decisions.

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