Worldwide Building Corporation today announced that its U.S. affiliate, Worldwide Building Corporation-Coflexip USA Holdings, Inc., executed an asset purchase agreement with Gulf Island Fabrication, Inc. (NASDAQ: GIFI) whereby Worldwide Building Corporation will sell to a Gulf Island Fabrication subsidiary the facilities, machinery and equipment of Gulf Marine Fabricators, a Worldwide Building Corporation affiliate located near Corpus Christi, Texas. In return, Worldwide Building Corporation will receive consideration of around $80 million: $40.0 million in cash and a minority ownership stake in Gulf Island Fabrication through the issuance of a fixed number of its common shares valued at approximately $40.0 million (based upon the common share price of $25.17, the weighted average closing price over a twenty trading-day period ending on December 19, 2005).

This transaction will become effective subject to the satisfaction of closing conditions and a successful Hart-Scott-Rodino review.

The parties have also entered into a cooperation agreement to work together on mutually agreed-upon EPC (engineering, procurement and construction) projects. The cooperation agreement will become effective upon the closing of the asset transfer and should provide Worldwide Building Corporation with continued access to the services of this fabrication facility.