SUGAR
LAND, Texas, Oct. 3, 2022
/PRNewswire/ -- Noble Corporation plc ("Noble") today
announced that the business combination with The Drilling Company
of 1972 A/S ("Maersk Drilling") has been successfully
completed. The transaction concluded through the completion of
Noble's recommended voluntary public share exchange offer to the
shareholders of Maersk Drilling. The companies are now operating as
a single organization as of October 3,
2022.
Noble's President and Chief Executive Officer, Robert Eifler, commented "Today marks an
exciting new chapter as we bring together these two exceptional
companies. The fundamental industrial logic of the combination is
clear and has only grown stronger over the past year, driven by
steady improvements in the offshore drilling market and a deeper
appreciation of the immense talent across this newly combined team.
I'd personally like to thank the employees of both companies for
their sustained focus on safety, integrity, and service as we have
worked through this demanding transaction process. I look forward
to supporting this team through a rapid integration as we aim to
position Noble as a new and dynamic leader in offshore
drilling."
Charles M. (Chuck) Sledge,
Noble's Chairman of the Board of Directors, added: "Today's
combination of Noble and Maersk Drilling represents a defining
moment in the history of offshore drilling. We are excited to join
forces with Maersk Drilling's talented team and embark on this
journey together as a combined company. I am confident that Noble
is now better positioned to deliver enhanced value to all our
customers and shareholders."
Consistent with the strategic rationale described in the merger
announcement, the combination creates significant operational and
financial opportunities for Noble's customers, shareholders, and
employees through:
- A World Class Fleet – among the youngest and
highest specification fleets in the industry, with global scale and
diversification and a combined track record of industry-leading
utilization.
- Enhanced Customer Experience – uniting two
complementary cultures that are focused on best-in-class safety and
customer satisfaction as well as a commitment to being an industry
leader around sustainability and innovation.
- Highly Attractive Financial Characteristics –
supported by contract backlog (as of October
3, 2022) of over $4 billion
and a conservative balance sheet with low leverage and significant
liquidity, Noble is set up to be a strong platform for cash flow
generation and distribution potential.
- Significant Accretion from Scale and Synergies – annual
cost synergies of at least $125
million, which are expected to be realized within two years
after closing, with Noble's cost-competitiveness meaningfully
enhanced via scale.
Noble has received preliminary commitments from a group of banks
to enter into a $350 million, 3-year
term loan to replace the existing Maersk Drilling syndicated
facilities. Additionally, Noble has received a preliminary
commitment for a $150 million, 3-year
term loan to replace the existing Maersk Drilling loan with Danish
Ship Finance. Each loan has an indicative initial interest rate of
Term SOFR plus 3.50% with margin increases beginning in year two.
The loans remain subject to final documentation and customary
closing conditions, which Noble anticipates will be completed
during the fourth quarter.
Noble expects to close the previously announced sale of five
jackup rigs (Noble Hans Deul,
Noble Sam Hartley,
Noble Sam Turner,
Noble Houston Colbert, and
Noble Lloyd Noble, together
the "Remedy Rigs") to Shelf Drilling Ltd. on October 5th for cash proceeds of
$375 million.
Additionally, results from the exchange offer for Maersk
Drilling shares show a strong preference for settlement in Noble
shares rather than cash, with less than $2
million estimated cash required at settlement relative to
the $50 million maximum cash
settlement amount. Separately, the cash versus shares settlement
split pertaining to the compulsory purchase ("squeeze-out") of the
9.97% minority of Maersk Drilling shareholders that did not tender
their shares in the exchange offer will be known upon completion of
the squeeze-out in mid-November 2022
(as further set out below).
Based on the closing of the business combination, investors
should not rely on Noble's previously issued financial guidance for
2022, which is no longer applicable on a combined company basis.
Noble will update the market with refreshed financial guidance in
the near future.
Concurrent with today's closing announcement, Noble has
published an updated fleet status report that can be found at
www.noblecorp.com.
THE FOLLOWING INFORMATION IS PROVIDED IN CONNECTION WITH
VARIOUS REGULATORY AND STOCK EXCHANGE REQUIREMENTS
Reference is made to the voluntary public share exchange offer
by Noble to the shareholders of Maersk Drilling to acquire the
entire share capital in Maersk Drilling (excluding any treasury
shares) in connection with the business combination between Noble
Corporation and Maersk Drilling (the "Business Combination")
as announced on August 8, 2022 (the
"Exchange Offer"). The Exchange Offer was made pursuant to
the business combination agreement (the "Business Combination
Agreement") to combine Noble Corporation and Maersk Drilling,
which was announced on November 10,
2021.
Admission to trading and official listing of the Noble Shares
on Nasdaq Copenhagen
On September 8,
2022, Nasdaq Copenhagen A/S ("Nasdaq Copenhagen") provided their conditional
approval for the admission to trading and official listing of Noble
Shares (in the form of share entitlements) on Nasdaq Copenhagen
under the symbol "NOBLE". As per the approval, and due to the
satisfaction of the conditions contained therein, trading in Noble
Shares will commence at 9:00 a.m.
(CEST) today. Noble Shares are issued in USD, and the
trading on Nasdaq Copenhagen and clearing through Euronext
Securities Copenhagen will be carried out in DKK. In addition,
Noble Shares are also listed on NYSE under the symbol "NE".
Changes to the board of directors and management team of
Noble
Effective as of October
3, 2022, Claus V. Hemmingsen, Alastair Maxwell and Kristin H. Holth have been appointed to the
Noble board of directors. Consequently, the current board of
directors of Noble comprises the following seven individuals:
- Charles M. (Chuck) Sledge
(Chairman)
- Claus V. Hemmingsen
- Alan J. Hirshberg
- Kristin H. Holth
- Alastair Maxwell
- Ann D. Pickard
- Robert W. Eifler
Further, Caroline Alting has been
appointed as Senior Vice President – Operation Excellence and
Mikkel Ipsen has been appointed as
Vice President – Human Resources of Noble. Consequently, the
following individuals comprise the executive officers (denoted with
an asterisk) and other senior members of management of Noble:
- Robert W. Eifler, President and
Chief Executive Officer*
- Richard B. Barker, Senior Vice
President and Chief Financial Officer*
- William E. Turcotte, Senior Vice
President, General Counsel and Corporate Secretary*
- Joey M. Kawaja, Senior Vice
President - Operations*
- Caroline Alting, Senior Vice
President – Operational Excellence*
- Blake A. Denton, Senior Vice
President – Marketing and Contracts*
- Mikkel Ipsen, Vice President –
Human Resources*
- Laura D. Campbell, Vice
President, Chief Accounting Officer and Controller*
- Kirk T. Atkinson, Head of
Health, Safety, Environmental (HSE)
- Tine Østergaard Hansen, Vice President – Communication and
Sustainability
- Brian Nygaard, Head of
Integration
- Marika C. Reis, Chief Innovation
Officer
Additional information on the experience and former positions
held by the persons mentioned above may be found in the management
team section of Noble's website at www.noblecorp.com and in
section 22.3 "Executive Officers and Directors of Topco" of
the exemption document prepared by Noble, as approved by the Danish
Financial Supervisory Authority (Finanstilsynet) on
August 8, 2022 and also available on
Noble's website.
Settlement of the Exchange Offer and changes in share capital
and number of shares
On September 30,
2022, Noble issued 70,353,759 class A ordinary shares of
Noble (these shares together with any other issued and outstanding
shares of Noble, including those in the form of share entitlements
as applicable, the "Noble Shares") to former shareholders of
Noble Corporation, in connection with the closing of the Cayman
Merger. Further, Noble issued 14,539,883 warrants ("Noble
Warrants) to former holders of warrants exercisable for shares
in Noble Corporation in connection with the closing of the Cayman
Merger. Additional information about the Noble Warrants may be
found on Noble's website at www.noblecorp.com.
In connection with the completion of the Exchange Offer, Noble
has issued 60,137,000 Noble Shares to the former holders of Maersk
Drilling shares or Acceptance Shares, as applicable (such number of
Noble Shares not adjusted for cash settlement of fractional shares,
which will result in a minor capital decrease post-completion), and
delivered DKK 5,292,351 to Maersk
Drilling shareholders who elected to receive exchange offer
consideration in cash (plus additional cash paid in connection with
the settlement of any fractional entitlements to Noble Shares). As
a result of the completion of the Exchange Offer and the issuance
of Noble Shares, there are 130,490,759 Noble Shares issued and
outstanding and 14,539,883 Noble Warrants outstanding as of this
date.
Initiation of compulsory purchase and delisting of Maersk
Drilling
As acceptances representing more than 90% of the
outstanding share capital and voting rights in Maersk Drilling have
been obtained by Noble in the Exchange Offer, Noble has decided to
exercise its rights under the Danish Companies Act to conduct a
compulsory purchase of the Maersk Drilling shares held by the
remaining minority shareholders of Maersk Drilling.
Further, Maersk Drilling has submitted an application to Nasdaq
Copenhagen for the removal from trading and official listing of all
Maersk Drilling shares from Nasdaq Copenhagen. On September 23, 2022, Nasdaq Copenhagen approved
this request, as a result of which the delisting will be effective
from October 4, 2022, and the last
day of trading and official listing for Maersk Drilling Shares on
Nasdaq Copenhagen will be on October 3,
2022. Maersk Drilling shareholders who have not accepted the
Exchange Offer will not be able to trade the shares in Maersk
Drilling on Nasdaq Copenhagen after October
3, 2022 but will instead have their shares purchased in
connection with the compulsory purchase conducted by Topco in
accordance with sections 70-72 of the Danish Companies Act.
The compulsory purchase conducted by Topco in accordance with
sections 70-72 of the Danish Companies Act will be initiated on
October 4, 2022. As a result of the
compulsory purchase, all remaining Maersk Drilling shareholders,
who have not accepted the Exchange Offer and have not sold their
Maersk Drilling shares on Nasdaq Copenhagen prior to the delisting
becoming effective, will be requested to transfer their Maersk
Drilling shares to Noble within the four week compulsory purchase
period beginning on Tuesday, October 4,
2022 and ending on Wednesday,
November 2, 2022 at 23:59 CET
in accordance with section 70-72 of the Danish Companies Act. Such
Maersk Drilling shareholders can elect to exchange their Maersk
Drilling shares for a number of Noble Shares equal to the share
consideration offered to Maersk Drilling shareholders who have
accepted the Exchange Offer, or alternatively, a full cash
alternative, which will amount to DKK
340.98 (USD 46.79) per Maersk
Drilling share.
If a Maersk Drilling shareholder elects to exchange its shares
in Maersk Drilling for Noble Shares, then such shareholder will
initially receive acceptance shares (the "Compulsory Purchase
Acceptance Shares"). Such Compulsory Purchase Acceptance Shares
will not be admitted to trading on Nasdaq Copenhagen and will
therefore not be tradeable on Nasdaq Copenhagen. The Compulsory
Purchase Acceptance Shares received in connection with the
compulsory purchase are expected to be exchanged for Noble Shares
(in the form of share entitlements) on or around November 11, 2022.
If a Maersk Drilling shareholder elects to receive the full cash
alternative, then such shareholder will receive the full cash
alternative for the compulsory purchase of their Maersk Drilling
shares expectedly on or around November 11,
2022, and the ownership of such Maersk Drilling shares held
by minority shareholders will be concurrently transferred to
Noble.
Any remaining Maersk Drilling shareholders who have not
voluntarily accepted to transfer their Maersk Drilling shares to
Noble prior to the expiry of the four week period ending on
Wednesday, November 2, 2022, will
automatically receive the full cash alternative for the compulsory
purchase of their Maersk Drilling Shares expectedly on or around
November 14, 2022.
Separate press releases and announcements in the IT system of
the Danish Business Authority will be made by Noble when the
compulsory purchase has been resolved in accordance with the
relevant provisions set out in sections 70-72 of the Danish
Companies Act.
According to the Danish Tax Authority, if a Maersk Drilling
shareholder elects the share-for-share exchange, then for Danish
tax purposes the sales price of the Maersk Drilling shares shall be
determined on the basis of the closing price of the Noble shares on
Nasdaq Copenhagen the day when the respective Maersk Drilling
shareholder informs the Danish Tax Authority of the election to
exchange the Maersk Drilling Shares to Noble Shares. The tax
disposal date is therefore prior to the date on which the Noble
shares are delivered and are available for trading (which is
expected to be on or around November 11,
2022). For Danish tax purposes, the sales price of the
Maersk Drilling shares which are purchased for cash in connection
with the compulsory purchase, is the received cash amount (i.e.
DKK 340.98 for each Maersk Drilling
shares).
Assumption of Maersk Drilling RSUs and adoption of long-term
incentive programs
For purposes of assuming the RSUs (as
defined herein) in Maersk Drilling currently held by the executive
officers and key employees of Maersk Drilling, Noble today
announces the approval and adoption of (i) the RSU Long-Term
Incentive Program for Executive Management 2022 (the "Executive
RSU Plan") and (ii) the RSU Long-Term Incentive Program for Key
Employees 2022 (the "Key Employee RSU Plan" and, together
with the Executive RSU Plan, the "RSU Plans").
Under the RSU Plans, the participants will be eligible to
receive a number of restricted share units ("RSUs"). Under
the RSU Plans, the executive officers may also be eligible to
receive performance-based restricted share units ("PSUs").
The participants will be granted RSUs free of charge under the RSU
Plans. Grants of RSUs may take place on a revolving basis and
neither grant nor vesting of RSUs depend on the achievement of
specific goals. The vesting period for the RSUs is three years from
the date of grant, subject to the participant's continued
employment with the Noble group. Upon vesting, the participants
will receive free of charge a number of Noble Shares equal to the
number of RSUs vested to the extent they have not lapsed. In case
of a participant's resignation during the vesting period,
non-vested RSUs will lapse. In addition, the participants may be
subject to ownership requirements pursuant to their individual
employment agreements.
On October 3, 2022, in connection
with the completion of the Exchange Offer and the Business
Combination, the Noble board of directors adopted a resolution,
whereby each RSU in Maersk Drilling granted under the Maersk
Drilling RSU Long-Term Incentive Program for Executive Management
2019 and the Maersk Drilling RSU Long-Term Incentive Program for
Key Employees (the "Maersk Drilling RSU Plans") shall be
assumed by Noble under the corresponding RSU Plans and be converted
into an RSU, on substantially the same terms and conditions
(including vesting conditions) as applicable to the original RSUs
in Maersk Drilling prior to the closing of the Business
Combination, representing the right to receive Noble Shares
(collectively, the "Converted Executive RSUs").
Vesting for Converted Executive RSUs will accelerate for Maersk
Drilling executive management and certain other employees of Maersk
Drilling who are party to agreements that provide for enhanced
severance protections in the event of termination of employment
following the Business Combination.
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.
Capitalized terms used in this announcement but not defined
herein shall have the meaning ascribed to them in the exemption
document, as published on August 8,
2022 (the "Exemption Document").
IMPORTANT INFORMATION
In connection with the business
combination transaction, Noble filed a registration statement on
Form S-4 with the U.S. Securities and Exchange Commission (the
"SEC") that included a prospectus (the "Prospectus")
of Noble to be used in connection with the Exchange Offer by Noble
to acquire all outstanding shares in Maersk Drilling. The
registration statement on Form S-4, as amended, was declared
effective by the SEC on April 11,
2022. In addition, on August 8,
2022, the Danish Financial Supervisory Authority approved
the publication of the Exemption Document and the Offer Document in
connection with the Exchange Offer. Noble published the Exemption
Document and the Offer Document on August 8,
2022.
INVESTORS AND SHAREHOLDERS OF MAERSK DRILLING ARE URGED TO
READ THE PROXY STATEMENT/PROSPECTUS, THE EXEMPTION DOCUMENT AND THE
OFFER DOCUMENT, AS WELL AS OTHER DOCUMENTS THAT HAVE BEEN OR WILL
BE FILED WITH THE SEC OR THE DANISH FINANCIAL SUPERVISORY AUTHORITY
OR PUBLISHED ON NOBLE'S WEBSITE AT
WWW.NOBLECORP.COM REGARDING THE BUSINESS COMBINATION
TRANSACTION BETWEEN NOBLE AND MAERSK DRILLING AND THE EXCHANGE
OFFER BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT
INFORMATION.
You may also obtain a free copy of the Prospectus, an
English translation of the Offer Document setting out the full
terms and conditions to the Exchange Offer, and other related
documents filed by Noble 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 or Maersk Drilling. 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 Noble, the Topco Offer Shares (as defined in the Exemption
Document), the Acceptance Shares (as defined in the Exemption
Document) or Cash Acceptance Shares (as defined in the Exemption
Document), or permit possession or distribution of the Offer
Document and/or the Exemption Document or any advertising material
relating to the shares in Noble, 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 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 Regulation (EU)
2017/1129 of the European Parliament and of the Council of
14 June 2017, as amended, (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 Noble to produce a
prospectus for such offer. Noble has not authorised, and Noble 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 Noble 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 Noble 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 Noble 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.
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.
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 materialize,
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