SUGAR
LAND, Texas, June 23,
2022 /PRNewswire/ -- Noble Corporation (NYSE: NE,
"Noble", or the "Company") announced that it has entered into an
asset purchase agreement to sell five jackup rigs for $375 million to a newly formed subsidiary
("Buyer") of Shelf Drilling, Ltd. ("Shelf Drilling") whose
obligations under the asset purchase agreement will be guaranteed
by Shelf Drilling (the "Remedy Rig Sale Agreement"). The
sale, which is subject to approval of the UK Competition and
Markets Authority ("CMA"), is intended to address the potential
concerns identified by the CMA in the Phase I review of the
proposed business combination between Noble and The Drilling
Company of 1972 A/S ("Maersk Drilling") announced on 10 November 2021 (the "Business
Combination").
The Remedy Rig Sale Agreement includes the rigs Noble Hans Deul, Noble Sam Hartley, Noble Sam Turner, Noble Houston Colbert, and Noble Lloyd
Noble (the "Remedy Rigs") and all related support and
infrastructure. Associated offshore and onshore staff are
expected to transfer with the Remedy Rigs. Following the
sale, Noble expects to continue to perform the current drilling
program for the Noble Lloyd Noble under a bareboat charter
arrangement with Shelf Drilling until the second quarter of 2023
when the primary term of its current drilling contract is expected
to end. The charter arrangement would pass the economic
benefit of the drilling contract to Shelf Drilling. Drilling
contracts for other Remedy Rigs are expected to be novated to the
Buyer, subject to the clients' consent. Noble will provide
certain customary transition support services to the Buyer for a
limited period of time. The Buyer is expected to finance the
acquisition through equity and debt financings by the Buyer and
Shelf Drilling, but the purchase is not conditioned on such
financing. The Remedy Rig Sale is expected to close promptly
following closing of the Business Combination (and following
receipt of CMA approval). Additional information related to
our Remedy Rig Sale will be provided in an 8-K expected to be filed
by the Company on June 23, 2022.
On 9 May 2022 the CMA published
its decision that there are reasonable grounds for believing that a
sale to a suitable purchaser of the Remedy Rigs together with
sufficient supporting infrastructure (the "Remedy Proposal") might
be accepted by the CMA to address its concerns related to lessening
of competition created by the Business Combination. The duration
and outcome of the CMA review process remains uncertain. If
the Buyer, Remedy Rig Sale Agreement and the Remedy Proposal are
accepted by the CMA, closing of the Business Combination is
expected to occur near the end of the third quarter of 2022.
In connection with the Business Combination, Noble currently
expects to launch the planned exchange offer for shares of Maersk
Drilling in August 2022. In
addition to the CMA approval, completion of the Business
Combination remains subject to acceptance by holders of at least
80% of Maersk Drilling shares, listing of Noble shares on the NYSE
and Nasdaq Copenhagen, and other customary conditions.
About Noble Corporation
Noble is a leading offshore drilling contractor for the oil and
gas industry. The Company owns and operates one of the most
modern, versatile, and technically advanced fleets in the offshore
drilling industry. Noble and its predecessors have been
engaged in the contract drilling of oil and gas wells since 1921.
Noble performs, through its subsidiaries, contract drilling
services with a fleet of offshore drilling units focused largely on
ultra-deepwater and high specification jackup drilling
opportunities in both established and emerging regions worldwide.
Additional information on Noble is available at
www.noblecorp.com.
Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of the federal securities laws including statements
regarding the certainty of the duration and outcome of the CMA's
review process, the anticipated timing of the closing of the
Business Combination and the Remedy Rig Sale, the expected
financings by the Buyer and Shelf Drilling, the expected timing of
the launch of the exchange offer for shares of Maersk Drilling and
expectations under the bareboat charter arrangement. These
forward-looking statements are generally identified by terminology
such as "believe," "may," "will," "potentially," "estimate,"
"continue," "anticipate," "intend," "could," "would," "should,"
"project," "target," "plan," "expect," or the negatives of these
terms or variations of them or similar terminology. The absence of
these words, however, does not mean that the statements are not
forward-looking. These forward-looking statements are based upon
current expectations, beliefs, estimates and assumptions that,
while considered reasonable as and when made by Noble and its
management. Such forward-looking statements are subject to risks,
uncertainties, and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. New risks and uncertainties may emerge
from time to time, and it is not possible to predict all risks and
uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this press
release, including but not limited to: (i) the risk that the
Business Combination or transaction proposed by the Remedy Rig Sale
Agreement (together, the "Transactions") may not be completed in a
timely manner or at all, which may adversely affect the price of
Noble's securities, (ii) the failure to satisfy the conditions to
the consummation of the Transactions, including the acceptance of
the proposed exchange offer by the requisite number of Maersk
Drilling shareholders and the receipt of certain governmental and
regulatory approvals, including those described herein, (iii) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the business combination agreement
or the Remedy Rig Sale Agreement, (iv) the effects of public health
threats, pandemics and epidemics, such as the ongoing outbreak of
COVID-19, and the adverse impact thereof on Noble's business,
financial condition and results of operations, (v) the effect of
the announcement or pendency of the Transactions on Noble's or
Maersk Drilling's business relationships, performance, and business
generally, (vi) risks that the proposed Transactions disrupt
current plans of Noble or Maersk Drilling and potential
difficulties in Noble's or Maersk Drilling's employee retention as
a result of the proposed Transactions, (vii) the outcome of any
legal proceedings that may be instituted against Noble or Maersk
Drilling related to the business combination agreement or the
proposed Transactions, (viii) the ability of Noble Corporation plc
(fka Noble Finco Limited, "Topco") to list the Topco shares on NYSE
or the Nasdaq Copenhagen, (ix) volatility in the price of the
combined company's securities due to a variety of factors,
including changes in the competitive markets in which Topco plans
to operate, variations in performance across competitors, changes
in laws and regulations affecting Topco's business and changes in
the combined capital structure, (x) the effects of actions by, or
disputes among OPEC+ members with respect to production levels or
other matters related to the price of oil, market conditions,
factors affecting the level of activity in the oil and gas
industry, and supply and demand of jackup rigs, (xi) factors
affecting the duration of contracts, the actual amount of downtime,
(xii) factors that reduce applicable dayrates, operating hazards
and delays, (xiii) risks associated with operations outside the US,
actions by regulatory authorities, credit rating agencies,
customers, joint venture partners, contractors, lenders and other
third parties, legislation and regulations affecting drilling
operations, compliance with regulatory requirements, violations of
anti-corruption laws, shipyard risk and timing, delays in
mobilization of jackup rigs, hurricanes and other weather
conditions, and the future price of oil and gas, and (xiv) the
ability to implement business plans, forecasts, and other
expectations (including with respect to synergies and financial and
operational metrics, such as EBITDA and free cash flow) after the
completion of the proposed Business Combination, and to identify
and realize additional opportunities, (xv) the failure to realize
anticipated benefits of the proposed Transactions, (xvi) risks
related to the ability to correctly estimate operating expenses and
expenses associated with the Business Combination, (xvii) risks
related to the ability to project future cash utilization and
reserves needed for contingent future liabilities and business
operations, (xviii) the potential impact of announcement or
consummation of the proposed Transactions on relationships with
third parties, (xix) changes in law or regulations affecting Noble,
Maersk Drilling or the combined company, (xx) international,
national or local economic, social or political conditions that
could adversely affect the companies and their business, (xxi)
conditions in the credit markets that may negatively affect the
companies and their business, and (xxii) risks associated with
assumptions that parties make in connection with the parties'
critical accounting estimates and other judgements. The foregoing
list of factors is not exhaustive. There can be no assurance that
the future developments affecting Noble, Maersk Drilling or any
successor entity of the Business Combination will be those that we
have anticipated. These forward-looking statements involve a number
of risks, uncertainties (some of which are beyond Noble's or Maersk
Drilling's control) or other assumptions that may cause actual
results or performance to be materially different from those
expressed or implied by these forward-looking statements or from
our historical experience and our present expectations or projects.
You should carefully consider the foregoing factors and the other
risks and uncertainties that affect the parties' businesses,
including those described in Noble's Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
other documents filed from time to time by Noble and Topco with the
SEC. Noble wishes to caution you not to place undue reliance on any
forward-looking statements, which speak only as of the date hereof.
Except as required by law, Noble is not undertaking any obligation
to update or revise any forward-looking statements whether as a
result of new information, future events or otherwise.
Additional Information and Where to Find It
In connection with the proposed business combination, Topco has
filed a Registration Statement on Form S-4 with the SEC. The
Registration Statement includes (1) a proxy statement of Noble that
will also constitute a prospectus for Topco in connection with
Topco's issuance of Topco shares to Noble shareholders and (2) the
English translation of the draft offer document of Topco that will
be used in connection with Topco's offer to exchange shares in
Maersk Drilling for Topco shares. Topco will distribute the offer
document in connection with the exchange offer. Should Maersk
Drilling and Noble proceed with the proposed Business Combination,
Maersk Drilling and Noble also expect that Topco will file an offer
document with the Danish Financial Supervisory Authority
(Finanstilsynet). This communication does not contain all the
information that should be considered concerning the proposed
Business Combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
proposed business combination. INVESTORS AND STOCKHOLDERS ARE URGED
TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS AND THE OFFERING
DOCUMENT RELATING TO THE PROPOSED BUSINESS COMBINATION IN THEIR
ENTIRETY, IF AND WHEN THEY BECOME AVAILABLE, AND ANY OTHER
DOCUMENTS FILED BY EACH OF TOPCO AND NOBLE WITH THE SEC IN
CONNECTION WITH THE BUSINESS COMBINATION OR INCORPORATED BY
REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT TOPCO, MAERSK DRILLING AND NOBLE, THE PROPOSED BUSINESS
COMBINATION AND RELATED MATTERS.
Investors and shareholders will be able to obtain free copies of
the proxy statement/prospectus (if and when it becomes available)
and all other documents filed with the SEC by Topco and Noble
through the website maintained by the SEC at www.sec.gov. In
addition, investors and stockholders will be able to obtain free
copies of the proxy statement/prospectus and other documents
related thereto on Maersk Drilling's website at
www.maerskdrilling.com or Noble's website at www.noblecorp.com, or
by written request to Noble at Noble Corporation, Attn:
Richard B. Barker, 13135 Dairy
Ashford, Suite 800, Sugar Land,
Texas 77478.
No Offer or Solicitation
This press release is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote in any jurisdiction pursuant to the
proposed Business Combination or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction, in
each case, in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act and applicable
European or the UK, as appropriate, regulations. Subject to certain
exceptions to be approved by the relevant regulators or certain
facts to be ascertained, the public offer will not be made directly
or indirectly, in or into any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction, or by use
of the mails or by any means or instrumentality (including, without
limitation, facsimile transmission, telephone and the internet) of
interstate or foreign commerce, or any facility of a national
securities exchange, of any such jurisdiction.
Important Notice
This announcement is not a public takeover offer and this
announcement does not represent a formal decision by Topco or Noble
to make a public takeover offer within the meaning of section 4(1)
of the Danish Takeover Order (Executive Order no. 636 dated
15 May 2020), and such formal
decision by Topco to make a public takeover offer in accordance
with section 4(1) of the Danish Takeover Order is conditional on
the approval of a prospectus approved in accordance with Regulation
(EU) No. 2017/1129 of 14 June 2017
(the "Prospectus Regulation") or a document that satisfies the
exemptions in article 1, paragraph 4, subparagraph m and paragraph
5, subparagraph e of the Prospectus Regulation, by the Danish
Financial Supervisory Authority. If and when Topco formally
launches the exchange offer, it will be made in the form of an
offer document to be approved by the Danish Financial Supervisory
Authority in accordance with the Danish Capital Market Act
(Consolidated Act no. 1767 of 27 November
2020 on Capital Markets, as amended) and the Danish Takeover
Order.
For additional information, visit www.noblecorp.com or email
investors@noblecorp.com
Craig Muirhead
Vice President - Investor Relations and Treasurer
+1 713-239-6564
Aaron Campbell
Director - Investor Relations
+1 713-417-9112
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SOURCE Noble Corporation