OPE announces agreement to sell engineering division assets



    HOUSTON, TX, Feb. 23 /CNW/ - OPE Holdings Inc. (the "Corporation") today
announced that it had reached a binding agreement (subject to the satisfaction
of various conditions) to sell the assets of its offshore engineering division
(the "Engineering Sale Transaction") based in Houston, Texas and in Trinidad &
Tobago to Foster Wheeler USA Corporation ("Foster Wheeler") of Houston, Texas.
The base sale price of the engineering division is $9,000,000 US, with an
additional $2,000,000 US payable if Foster Wheeler elects to acquire the
Corporation's interest in OPE Malaysia pursuant to an option that will extend
90 days from closing of the Engineering Sale Transaction and an additional
$500,000 US payable if the engineering divisions meets a specified performance
target within a year of the sale.
    The engineering business represents one of the two principal lines of the
business of the Corporation. The Corporation's other main line business is the
ongoing development and commercialization of the Corporation's proprietary
SSP(R) offshore platform technology. The proposed Engineering Sale Transaction
will provide the Corporation with the ability to focus exclusively on the
opportunities and challenges of the SSP(R) program and will provide
significant working capital resources to fund such activities.
    "It was a very difficult decision to sell the engineering division and it
was a conclusion that management or the Board of Directors did not reach
without a lot of thought and analysis," reported Gary Quenan, President and
CEO of the Corporation. "The depressed state of the global equity and debt
markets for development-stage companies has significantly limited our
financing options for advancing the SSP(R) at the current time. All things
considered, we have continued to make material progress in the SSP(R)
commercialization plan over the past few months notwithstanding the difficult
economic climate. We believe that it is critical for the Corporation to source
the funds necessary to continue to build on the momentum of the SSP(R) program
and to remove the distraction of managing two independent lines of business
during this challenging economic climate."
    "We believe that we have considered all reasonable options for advancing
our business over the past few months, and the proposed Engineering Sale
Transaction with Foster Wheeler represents the best available alternative. We
value all the employees in our engineering division and greatly appreciate
their contribution to the Corporation. We believe that they will have a great
opportunity to flourish as a part of a highly respected organization, as
Foster Wheeler continues its strategic growth initiative in the upstream oil
and gas arena."
    Completion of the Engineering Sale Transaction remains subject to the
fulfillment of a number of conditions, including (i) approval of the
Engineering Sale Transaction by two-thirds of the votes cast with respect to
the resolution at a special meeting of shareholders of the Corporation to be
held in Calgary, Alberta on March 16, 2009; and (ii) receipt of approval for
the Engineering Sale Transaction from the TSX Venture Exchange. The
Corporation will be immediately mailing an Information Circular with respect
to the shareholder meeting containing additional information on the proposed
transaction, a copy of which will be filed and available online at
www.sedar.com.

    About OPE Holdings Ltd.

    The Corporation is a public company listed under the symbol "OPE" on the
TSX Venture Exchange. The Corporation's operating subsidiaries based in
Houston, Texas, Trinidad and Malaysia are engaged in the offshore engineering
industry and are commercializing the Corporation's proprietary SSP(R) FPSO
platform. Visit the company's website at www.opeinc.com.

    Certain statements contained herein constitute forward-looking
statements. Although the company believes the statements are reasonable, it
can give no assurance that such expectations will prove to be correct. The
company cautions investors that any forward-looking statements made by the
company are not guarantees of the future performance, and that the actual
results may differ materially from those in the forward-looking statements as
a result of various factors.

    
    The TSX Venture Exchange has not reviewed and does not accept
    responsibility for the adequacy or accuracy of this press release.
    





For further information:

For further information: L. Daniel Wilson, Executive Vice President of
the Corporation, at (403) 358-1110 (phone) or dwilson@opeinc.com

Organization Profile

OPE HOLDINGS LTD.

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