Shareholders of TODCO (THE) voted to approve the merger between THE and Hercules Offshore, Inc. (HERO). Pursuant to the terms of the merger, each share of THE Common Stock outstanding immediately prior to the consummation of the merger will be converted into one of the following merger considerations:

1) An amount of all outstanding THE Common Shares will be converted into an amount of HERO Common Shares equal to the quotient of $16.00 plus 0.979 times the HERO average closing price as described in the prospectus divided by that closing price, subject to prorations (Stock Consideration). Cash will be paid in lieu of fractional HERO Shares.

2) An amount of all outstanding THE Common Shares will be converted into an amount of Cash equal to $16.00 plus 0.979 times the HERO closing price as described in the prospectus, subject to prorations (Cash Consideration).

The merger will be effective on  July 12, 2007. This corporate action will be coordinated with the Options Clearing Corporation.

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