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.
SUGAR
LAND, Texas, Sept. 9,
2022 /PRNewswire/ -- Reference is made to the
recommended voluntary public share exchange offer (the "Exchange
Offer") by Noble Corporation plc ("Topco") to the
shareholders of The Drilling Company of 1972 A/S ("Maersk
Drilling") to acquire the entire share capital in Maersk
Drilling (excluding any treasury shares) in connection with the
business combination of Noble Corporation ("Noble") and
Maersk Drilling.
The offer document, setting out the full terms and conditions to
the Exchange Offer (the "Offer Document") was approved by
the Danish Financial Supervisory Authority on 8 August 2022 and published by Topco on the same
day. Pursuant to the Offer Document, the Exchange Offer became
valid as of 10 August 2022 and
expired on 8 September 2022 at 23:59 (CEST) (the "Offer
Period").
Preliminary result of the Exchange Offer
In accordance
with section 21(3) of the Danish Executive Order no. 636 of
15 May 2020 on takeover bids (the
"Danish Takeover Order"), Topco hereby announces that, based
on its preliminary summation of acceptances, Topco has received
acceptances to the Exchange Offer for a total of
37,266,171 shares of Maersk Drilling ("Maersk Drilling
Shares"), representing approximately 89.73% of the entire share
capital and voting rights in Maersk Drilling. Excluding treasury
shares held by Maersk Drilling, Topco has received acceptances
representing approximately 90.03% of the share capital and voting
rights in Maersk Drilling.
The calculation of the number of shares tendered in the Exchange
Offer is preliminary and remains subject to potential adjustments
through a verification process currently being undertaken by Danske
Bank A/S as the settlement agent for the Exchange Offer.
As of the date of this announcement, all conditions to
completion have been satisfied and Topco will accordingly proceed
to complete the Exchange Offer.
Final result of the Exchange Offer
In accordance with
section 21(3) of the Danish Takeover Order, Topco will no later
than on 13 September 2022 announce
the final result of the Exchange Offer.
Cash election
Between 12
September 2022 and 26 September
2022 at 23:59 (CEST), holders of interim acceptance shares
with the ISIN code DK0061803103 (the "Acceptance Shares")
are expected to receive a notice from their account holding
institution regarding the opportunity to elect to receive cash
consideration in lieu of their entitlement to certain A ordinary
shares of Topco, delivered in the form of share entitlements (the
"Cash Election"). The cash consideration will be in the
amount of USD 46.79 (DKK 340.98) per Maersk Drilling Share up to the
amount of USD 1,000 per holder of
Acceptance Shares, subject to the aggregate cash consideration cap
of USD 50 million.
Holders of Acceptance Shares will be able to make Cash Elections
during the period commencing 12 September
2022 and ending 26 September
2022 at 23:59 (CEST).
In order to make a Cash Election, the holders of Acceptance
Shares must actively do so through their account holding
institution or custodian bank.
If a Cash Election is made, that portion of Acceptance Shares
held by such Maersk Drilling Shareholder that is eligible for the
Cash Election will be exchanged for interim cash acceptance shares
issued in the separate interim ISIN code DK0061803293 (the "Cash
Acceptance Shares"), which represent a right to receive Cash
Consideration as further described in the Offer Document. The Cash
Acceptance Shares have been approved for trading on Nasdaq
Copenhagen A/S during the period commencing on 12 September
2022 at 9:00 a.m. CEST and ending on 28
September 2022 at 5:00 p.m.
CEST.
For further information on the Cash Election and the acceptance
procedure for the Cash Election, reference is made to the Offer
Document.
Settlement
The Exchange Offer will expectedly be
settled on 3 October 2022 by the
delivery of newly and validly issued, fully paid and non-assessable
A ordinary shares of Topco, delivered in the form of share
entitlements, to holders of Acceptance Shares and Cash
Consideration to holders of Cash Acceptance Shares.
The full terms, conditions and essential elements of the
Exchange Offer are set forth in the Offer Document, which is
available for download via Topco's website www.noblecorp.com,
subject to regulatory restrictions in certain jurisdictions.
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. Capitalised terms used
in this announcement but not defined herein shall have the meaning
ascribed to them in the Offer Document.
For further information:
For additional information,
visit www.noblecorp.com or email investors@noblecorp.com.
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.
Additional Information and Where to Find It
In
connection with the proposed business combination, Topco has filed
a registration statement on Form S-4 (the "Registration
Statement") with the U.S. Securities and Exchange Commission
(the "SEC") that includes (i) a proxy statement of Noble
that also constitutes a prospectus (the "Prospectus") for
Topco and (ii) an offering prospectus of Topco to be used in
connection with Topco's offer to exchange shares in Maersk Drilling
for Topco Shares. The Registration Statement, as amended, was
declared effective by the SEC on 11 April
2022. In addition, on 8 August
2022, the Danish Financial Supervisory Authority approved
the publication of the Exemption Document and the Offer Document in
connection with the Exchange Offer. Topco published the Exemption
Document and the Offer Document on 8 August
2022.
INVESTORS AND SHAREHOLDERS ARE URGED TO CAREFULLY READ THE
PROXY STATEMENT/PROSPECTUS, THE EXEMPTION DOCUMENT AND THE OFFER
DOCUMENT RELATING TO THE PROPOSED BUSINESS COMBINATION IN THEIR
ENTIRETY, AS WELL AS ANY OTHER DOCUMENTS THAT HAVE BEEN OR WILL BE
FILED BY EACH OF TOPCO, MAERSK DRILLING, AND NOBLE WITH THE SEC OR
THE DANISH FINANCIAL SUPERVISORY AUTHORITY OR PUBLISHED ON TOPCO'S
WEBSITE AT WWW.NOBLECORP.COM 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 can obtain free copies of the proxy
statement/prospectus 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 shareholders are 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.
Important Notice
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 are disclosed in the Offer Document,
the Exemption Document and in documents filed or that will be filed
with the SEC.
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 Acceptance Shares or 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 Topco Offer Shares
the Acceptance Shares or Cash Acceptance Shares, except as
described in the Offer Document 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 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 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, 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 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
jurisdiction.
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 is 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 is 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 residing in the United Kingdom, 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 purchased
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 laws or
other laws, rules 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 accept 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 its, 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 customary Danish practice and subject to the
requirements of Danish law, rules and regulations, 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 A/S 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 the
Exemption Document and the Offer Document, including any attachment
thereto, as anticipated, believed, estimated or expected. Topco
urges the Maersk Drilling Shareholders to read the Offer Document
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