NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
Announcement of intention to submit a voluntary public share
exchange offer to the shareholders of The Drilling Company of 1972
A/S in connection with its business combination with Noble
Corporation and publication of exemption document
SUGAR
LAND, Texas, Aug. 8, 2022
/PRNewswire/ -- Noble Corporation (NYSE: NE) ("Noble") and
The Drilling Company of 1972 A/S (CSE: DRLCO) ("Maersk
Drilling") announced on 10 November
2021 their agreement to combine in a primarily all-stock
transaction (see Noble's company announcement no. 14/2021 of
10 November 2021).
Following this agreement, Noble Corporation plc ("Topco")
hereby announces its intentions to submit a voluntary public share
exchange offer (the "Exchange Offer") to the shareholders of
Maersk Drilling (the "Maersk Drilling Shareholders") in
accordance with section 4(1) of the Danish Executive Order no. 636
of 15 May 2020 on takeover bids (the
"Danish Takeover Order"). Topco will present the terms and
conditions of the Exchange Offer in an offer document (the
"Offer Document"), to be published following receipt of
approval from the Danish Financial Supervisory Authority (the
"Danish FSA"), which is expected to take place today.
In connection with the Exchange Offer, the Danish FSA has today
approved an exemption document prepared by Topco and drawn up in
accordance with the exemptions in Articles 1(4)(f) and 1(5)(e) of
Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017, as amended
(the "Prospectus Regulation") and in compliance with the
requirements set out in Commission Delegated Regulation (EU)
2021/528 of 16 December 2020 (the
"Exemption Document").
The Exemption Document contains, among other relevant
information, a description of the business combination and its
impact on each of Noble and Maersk Drilling. Topco has made the
Exemption Document available, subject to regulatory restrictions in
certain jurisdictions, at www.noblecorp.com.
The business combination has been unanimously approved by the
boards of directors of both Noble and Maersk Drilling and is
further supported by major shareholders of both companies. The
business combination was approved with requisite majority by
Noble's shareholders at an extraordinary general meeting held on
10 May 2022. APMH Invest A/S, holding
approximately 42% of Maersk Drilling's total share capital and
voting rights, has irrevocably undertaken to accept the Exchange
Offer, and A.P. Møller og Hustru Chastine Mc-Kinney Møllers
Familiefond and Den A.P. Møllerske Støttefond, together holding
approximately 12% of Maersk Drilling's total share capital and
voting rights, have expressed their intention to accept the
Exchange Offer.
Furthermore, the board of directors of Maersk Drilling will upon
publication of the Offer Document publish a statement pursuant to
section 22 of the Danish Takeover Order regarding the Exchange
Offer (the "Board Statement"). As will be further described
in the Board Statement, the board of directors of Maersk Drilling
unanimously decided to recommend that the Maersk Drilling
Shareholders accept the Exchange Offer. Reference is made to the
full Board Statement, which will be made available in both Danish
and English on Maersk Drilling's website,
investor.maerskdrilling.com, and will subsequently also be
available for download via Topco's website, www.noblecorp.com,
subject to regulatory restrictions in certain jurisdictions.
Robert W. Eifler, President and
Chief Executive Officer of Noble stated:
"The combination of Noble and Maersk Drilling
will create a dynamic leader in offshore drilling. Together, we
will have the enhanced scale and capabilities to better serve our
global customers and deliver long-term value to shareholders. I am
pleased to have entered this stage of the process and look forward
to closing the transaction later this year."
Advisors
Ducera Partners LLC and DNB Bank ASA are
serving as financial advisors and Kirkland & Ellis LLP, Plesner
Advokatpartnerselskab, and Travers Smith LLP are serving as legal
counsel to Noble.
J.P. Morgan Securities plc is acting as sole financial advisor
and Davis Polk & Wardwell London
LLP, Gorrissen Federspiel Advokatpartnerselskab and Allen &
Overy LLP are serving as legal counsel to Maersk Drilling.
For further information:
For additional information,
visit www.noblecorp.com or email investors@noblecorp.com.
This announcement has been prepared both in English and Danish.
In the event of any discrepancies between the English and Danish
version, the Danish version shall prevail.
About Topco
Topco is a public limited company formed
under the laws of England and
Wales and is an indirect, wholly
owned subsidiary of Noble. To date, Topco does not own any material
business assets or operate any business. Upon consummation of the
business combination with Maersk Drilling, Topco will be listed on
the New York Stock Exchange and Nasdaq Copenhagen A/S, and Topco
will own the businesses of Noble, Maersk Drilling and their
respective subsidiaries. For additional information on Topco, visit
www.noblecorp.com.
About Noble
Noble (NYSE: NE) is a leading offshore
drilling contractor for the oil and gas industry. Noble 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. Currently, Noble performs, through
its subsidiaries, contract drilling services 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.
About Maersk Drilling
With 50 years of experience
operating in the most challenging offshore environments, Maersk
Drilling (CSE: DRLCO) provides responsible drilling services to
energy companies worldwide. Headquartered in Denmark, Maersk Drilling owns and operates a
fleet of offshore drilling rigs and specialises in harsh
environment and deepwater operations. For more information
about Maersk Drilling, visit www.maerskdrilling.com.
IMPORTANT INFORMATION
In connection with the proposed
business combination transaction, Topco has filed a registration
statement on Form S-4 with the U.S. Securities and Exchange
Commission (the "SEC") that includes a prospectus (the
"Prospectus") of Topco to be used in connection with the
Exchange Offer by Topco to acquire all outstanding shares in Maersk
Drilling. The registration statement on Form S-4, as amended,
was declared effective by the SEC on 11
April 2022.
INVESTORS AND SHAREHOLDERS OF MAERSK DRILLING ARE URGED TO
READ THE PROSPECTUS, THE EXEMPTION DOCUMENT AND THE OFFER DOCUMENT
(WHEN PUBLISHED), AS WELL AS OTHER DOCUMENTS THAT HAVE BEEN OR WILL
BE FILED WITH THE SEC OR THE DANISH FSA OR PUBLISHED ON TOPCO'S
WEBSITE AT WWW.NOBLECORP.COM REGARDING THE
PROPOSED BUSINESS COMBINATION TRANSACTION BETWEEN NOBLE AND MAERSK
DRILLING AND THE EXCHANGE OFFER BECAUSE THESE DOCUMENTS CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION.
You may also obtain a free copy of the Prospectus, an
English translation of the Offer Document (when published) setting
out the full terms and conditions to the Exchange Offer, and other
related documents filed by Topco with the SEC on the SEC's website
at www.sec.gov.
This announcement is for information purposes only and does not
constitute or contain any invitation, solicitation, recommendation,
offer or advice to any person to subscribe for or otherwise acquire
or dispose of any securities of Noble, Maersk Drilling or Topco.
Final terms and further provisions regarding the Exchange Offer
will be disclosed in the Offer Document and is disclosed in the
Exemption Document and in documents filed or that will be filed
with the SEC. Investors and Maersk Drilling Shareholders, or
holders of such instruments conferring a right to directly or
indirectly acquire shares in Maersk Drilling ("Maersk Drilling
Shares"), are strongly encouraged to read the Offer Document
(when published), the Exemption Document and all other documents
related to the Exchange Offer as soon as they are published because
these documents contain or will contain important information.
Unless required by mandatory law, no action has been or will be
taken in any jurisdiction other than Denmark and the
United States that would permit a public offering of shares
in Topco, the Topco Offer Shares, the interim acceptance shares to
be issued to holders of tendered Maersk Drilling Shares in
connection with the Exchange Offer (the "Acceptance Shares")
or the interim cash acceptance shares to be issued in connection
with holders of Acceptance Shares' election to receive cash in the
Exchange Offer (the "Cash Acceptance Shares"), or permit
possession or distribution of the Offer Document and/or the
Exemption Document or any advertising material relating to the
shares in Topco, the A ordinary shares of Topco to be delivered in
the form of share entitlements in the Exchange Offer (the "Topco
Offer Shares"), the Acceptance Shares or Cash Acceptance
Shares, except as described in the Offer Document (when published)
or the Exemption Document.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S.
STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR
DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE
BUSINESS COMBINATION BETWEEN NOBLE AND MAERSK DRILLING OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THE EXEMPTION DOCUMENT, THE OFFER
DOCUMENT OR ANY OTHER DOCUMENTS REGARDING THE EXCHANGE OFFER. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE UNDER U.S.
LAW.
In any member state of the European Economic Area other than
Denmark (each a "Relevant
State"), this announcement, including any attachments hereto,
is only addressed to, and is only directed at Maersk Drilling
Shareholders in that Relevant State that fulfil the criteria for
exemption from the obligation to publish a prospectus, including
qualified investors, within the meaning of the Prospectus
Regulation.
This announcement, including any attachments hereto, has been
prepared on the basis that all offers of Topco Offer Shares,
Acceptance Shares and Cash Acceptance Shares to be offered in the
Exchange Offer, other than the offer contemplated in Denmark, will be made pursuant to an exemption
under the Prospectus Regulation from the requirement to produce a
prospectus for offers of Topco Offer Shares, Acceptance Shares and
Cash Acceptance Shares. Accordingly, any person making or intending
to make any offer within a Relevant State of Topco Offer Shares,
Acceptance Shares or Cash Acceptance may only do so in
circumstances in which no obligation arises for Topco to produce a
prospectus for such offer. Topco has not authorised, and Topco will
not authorise, the making of any offer of Topco Offer Shares,
Acceptance Shares or Cash Acceptance Shares through any financial
intermediary, other than offers made by Topco which constitute the
final offer of Topco Offer Shares, Acceptance Shares and Cash
Acceptance Shares as contemplated through the Exchange Offer.
The Topco Offer Shares, the Acceptance Shares and the Cash
Acceptance Shares which will be offered in the Exchange
Offer have not been, and will not be, offered to the public in
any Relevant State. Notwithstanding the foregoing, an offering of
the Topco Offer Shares, the Acceptance Shares and the Cash
Acceptance Shares offered in the Exchange Offer may be made in
a Relevant State: (i) to any qualified investor as defined in the
Prospectus Regulation; (ii) to fewer than 150 natural or legal
persons per Relevant State (other than qualified investors as
defined in the Prospectus Regulation); (iii) to investors who
acquire Topco Offer Shares, Acceptance Shares and Cash Acceptance
Shares for a total consideration of at least EUR 100,000 per investor, for each separate
offer; and (iv) in any other circumstances falling within
Article 1(4) of the Prospectus Regulation; subject to
obtaining the prior consent of Topco and provided that no such
offer of Topco Offer Shares, Acceptance Shares or Cash Acceptance
Shares shall result in a requirement for the publication by Topco
of a prospectus pursuant to Article 3 of the Prospectus
Regulation or a supplementary prospectus pursuant to Article 23 of
the Prospectus Regulation.
For the purposes of the foregoing paragraph, the expression an
"offer to the public" in relation to any Topco Offer Shares,
Acceptance Shares or Cash Acceptance Shares in any Relevant State
means the communication in any form and by any means of sufficient
information on the terms of the Exchange Offer as to enable an
investor to decide to participate in the Exchange Offer.
In the United Kingdom, this
announcement, including any attachments hereto, is only addressed
to and directed at persons who are (a) both "qualified investors"
(within the meaning of the UK version of the Prospectus Regulation
as it forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018), and either (i) persons who
have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "FSMA Order"); or (ii) persons who are high net worth
entities falling within Article 49(2)(a) to (d) of the FSMA Order;
and/or (b) persons to whom it may otherwise lawfully be
communicated to, including under the FSMA Order (all such persons
(a) and (b) together being referred to as "U.K. Relevant
Persons"). Any investment activity to which this
announcement, including any attachments hereto, relates is only
available to U.K. Relevant Persons. Any person who is not a U.K.
Relevant Person should not act on or rely on this announcement,
including any attachments hereto, or any of its contents.
The Exchange Offer and this announcement, including any
attachments hereto, are and will be subject to the laws of
Denmark. The Exchange Offer
relates to the securities of a Danish company and is subject to the
disclosure requirements applicable under Danish law, which may be
different in material aspects from those applicable in the United States, the United Kingdom or any other applicable
jursidiction.
The Exchange Offer is being made in the U.S. pursuant to Section
14(e) of, and Regulation 14E promulgated under, the U.S. Securities
and Exchange Act of 1934, as amended (the "Exchange Act"),
subject to the exemptions provided by Rule 14d-1(c) under the
Exchange Act and otherwise in accordance with the requirements of
Danish law. The Exchange Offer is not subject to Section 14(d)(1)
of, or Regulation 14D promulgated under, the Exchange Act. Maersk
Drilling is not currently subject to the periodic reporting
requirements under the Exchange Act and is not required to, and
does not, file any reports with the SEC thereunder.
The Exchange Offer will be made to Maersk Drilling Shareholders
who are residing in the United
States, or who are U.K. Relevant Persons residing in the
United Kingdom, on the same terms
and conditions as those made to all other Maersk Drilling
Shareholders to whom the Exchange Offer will be made. Any
information documents are being disseminated to Maersk Drilling
Shareholders who are resident in the
United States, or who are U.K. Relevant Persons, on a basis
reasonably comparable to the method that such documents are
provided to the other Maersk Drilling Shareholders.
In addition, the procedures for the tender of Maersk Drilling
Shares and settlement of the consideration due to each Maersk
Drilling Shareholder who accepts the Exchange Offer will be carried
out in accordance with the rules applicable in Denmark, which may differ in material aspects
from the rules and procedures applicable to a tender offer for the
securities of a domestic company in the
United States or the United
Kingdom, in particular with respect to withdrawal rights,
offer timetable, settlement procedures and the payment date of the
securities.
This announcement, including any attachments hereto, does not
comprise a prospectus for the purposes of the U.K. Prospectus
Regulation and has not been approved by or filed with the Financial
Conduct Authority in the United
Kingdom.
If Topco obtains the requisite number of Maersk Drilling Shares,
each Maersk Drilling Shareholder residing in the United Kingdom who is not a U.K. Relevant
Person may have their Maersk Drilling Shares compulsorily acquired
under the compulsory purchase provisions of the Danish Companies
Act.
The Exchange Offer is not being made, and the Maersk Drilling
Shares will not be accepted for purchase from or on behalf of
persons, in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities or other
laws or regulations of such jurisdiction or would require any
registration, approval or filing with any regulatory authority not
expressly contemplated by the Offer Document and/or the Exemption
Document. Persons obtaining the Offer Document and/or the Exemption
Document and/or into whose possession the Offer Document and/or the
Exemption Document comes are required to take due note and observe
all such restrictions and obtain any necessary authorisations,
approvals or consents. Neither Topco nor any of its advisors
accepts any liability for any violation by any person of any such
restriction. Any person (including, without limitation, custodians,
nominees and trustees) who intends to forward the Offer Document
and/or the Exemption Document or any related document to any
jurisdiction outside Denmark
should inform themselves of the laws of the relevant jurisdiction
and should also carefully read the information contained in the
Offer Document and the Exemption Document, before taking any
action. The distribution of the Offer Document and/or the Exemption
Document in jurisdictions other than Denmark may be restricted by law, and,
therefore, persons who come into possession of the Offer Document
and/or the Exemption Document should inform themselves about and
observe such restrictions. Any failure to comply with any such
restrictions may constitute a violation of the securities laws and
regulations of any such jurisdiction.
Any failure to comply with these restrictions may constitute a
violation of applicable securities laws. It is the responsibility
of all persons obtaining the Offer Document, the Acceptance Form
included as Appendix 1 in the Offer Document, the Exemption
Document and/or other documents relating to the Offer Document
and/or the Exemption Document or to the Exchange Offer or into
whose possession such documents otherwise come, to inform
themselves of and observe all such restrictions. Any recipient of
the Offer Document and/or the Exemption Document who is in any
doubt in relation to these restrictions should consult his or her
professional advisors in the relevant jurisdiction. Neither Topco
nor the financial advisors to Noble accept or assume any
responsibility or liability for any violation by any person
whomsoever of any such restriction.
In accordance with normal Danish practice and subject to the
requirements of Danish law, Topco or any entity acting in concert
with Topco and any of their respective nominees or brokers (acting
as agents or in a similar capacity), may from time to time make
certain purchases of, or arrangements to purchase, Maersk Drilling
Shares or securities that are convertible into, exchangeable for or
exercisable for Maersk Drilling Shares outside the Exchange Offer,
before or during the period in which the Exchange Offer remains
open for acceptance. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices, in each case to the extent permissible under law
(include Rule 14e-5 under the Exchange Act). Any information about
such purchases will be announced through Nasdaq Copenhagen A/S and
relevant electronic media if, and to the extent, such announcement
is required under applicable Danish law, rules or regulations. In
addition, in the ordinary course of business, the financial
advisors to Topco, Noble, any entity acting in concert with Topco,
or Danske Bank as the settlement agent, and their respective
affiliates, may make or hold a broad array of investments including
serving as counterparties to certain derivative and hedging
arrangements and actively trade debt and equity financial
instruments (or related derivative financial instruments) and other
types of financial instruments (including bank loans) for their own
account and for the accounts of their customers, and such
investment and financial instrument activities may involve
securities and/or instruments of Maersk Drilling.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING
STATEMENTS
Certain statements in this announcement,
including any attachments hereto, may constitute forward-looking
statements.
Forward-looking statements are statements (other than statements
of historical fact) relating to future events and Noble and its
subsidiaries (collectively, the "Noble Group"), Maersk
Drilling and its subsidiaries (the "Maersk Drilling Group")
and the combined Noble Group and Maersk Drilling Group following
completion of the transactions contemplated by the business
combination agreement entered into by and between Noble and Maersk
Drilling to combine (the "Combined Group") anticipated or
planned financial and operational performance. The words "targets",
"believes", "continues", "expects", "aims", "intends", "plans",
"seeks", "will", "may", "might", "anticipates", "would", "could",
"should", "estimates", "projects", "potentially" or similar
expressions or the negatives thereof, identify certain of these
forward-looking statements. The absence of these words, however,
does not mean that the statements are not forward-looking. Other
forward-looking statements can be identified in the context in
which the statements are made.
Although Topco believes that the expectations reflected in these
forward-looking statements are reasonable as of the date of this
announcement, such forward-looking statements are based on Topco's
current expectations, estimates, forecasts, assumptions and
projections about the Noble Group's, the Maersk Drilling Group's
and the Combined Group's business and the industry in which the
Noble Group and the Maersk Drilling Group operate as well as on
information which Topco has received from the Maersk Drilling Group
(including with respect to forecasts prepared by Noble's management
with respect to expected future financial and operating performance
of Maersk Drilling) and/or which has been extracted from
publications, reports and other documents prepared by the Maersk
Drilling Group and/or the Noble Group and are not guarantees of
future performance or development and involve known and unknown
risks, uncertainties and other important factors beyond the Noble
Group's, the Maersk Drilling Group's or the Combined Group's
control that could cause the Noble Group's, the Maersk Drilling
Group's and/or the Combined Group's actual results, performance or
achievements to differ materially from any future results,
performance or achievements expressed or implied by such
forward-looking statements.
Should one or more of these risks or uncertainties materialise,
or should any underlying assumptions prove to be incorrect, the
Noble Group's, the Maersk Drilling Group's and/or the Combined
Group's actual financial condition, cash flow or results of
operations could differ materially from what is described in this
announcement, including any attachment hereto, as anticipated,
believed, estimated or expected. Topco urges the Maersk Drilling
Shareholders to read the Offer Document (when published) and the
Exemption Document in their entirety for a more complete discussion
of the factors that could affect the Combined Group's future
performance and the market in which it operates.
Any forward-looking statements included in this announcement,
including any attachment hereto, speak only as of today.
Topco does not intend, and does not assume, any obligations to
update any forward-looking statements contained herein, except as
may be required by law or the rules of the New York Stock Exchange
or Nasdaq Copenhagen. All subsequent written and oral
forward-looking statements attributable to Topco or to persons
acting on its behalf are expressly qualified in their entirety by
the cautionary statements referred to above and contained in this
announcement, including any attachment hereto.
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SOURCE Noble Corporation plc