SUGAR LAND, Texas and
COPENHAGEN, Denmark, March 9, 2022 /PRNewswire/ -- Noble Corporation
(NYSE: NE) ("Noble") and The Drilling Company of 1972 A/S (CSE:
DRLCO) ("Maersk Drilling") today announced the Board of Directors
to be effective upon the closing of the business combination
announced on November 10,
2021.
The combined company's seven-member Board of Directors, led by
Chairman Charles M. (Chuck) Sledge,
will provide diverse and balanced representation from Noble and
Maersk Drilling's current Boards of Directors. Each board
member has significant leadership experience and brings unique
perspectives on strategic planning, capital markets, M&A,
E&P customers, legal and regulatory affairs, and sustainability
in the offshore oil and gas industry.
Mr. Sledge commented, "I look forward to working with this
experienced group of directors upon merger completion. The
diversity of knowledge and backgrounds will serve the combined
company well as the offshore drilling industry begins a new
business cycle. Under this board's governance and Robert's
leadership, I'm confident that the combined company will be the
driller of choice for our customers and the equity of choice for
investors."
Maersk Drilling's Chairperson, Claus V.
Hemmingsen commented, "I am pleased to accept the nomination
as a post-closing Board Member. The combination of Maersk
Drilling and Noble rests on a strong industry logic and I remain
convinced that the new company will be a unique and unmatched
player in the offshore drilling market. I look forward to
building on the momentum of both companies, leveraging our shared
values, strong focus on enhanced customer experience and commitment
to sustainability."
Combined Company Board Members nominees are:
- Charles M. (Chuck) Sledge,
Chairman
Charles M. (Chuck)
Sledge has served as chairman of the board of directors of
Noble Corporation since early 2021. Mr. Sledge currently serves as
chairman of Weatherford International and is a board member of
Talos Energy LLC. Mr. Sledge was Chief Financial Officer of Cameron
International Corporation from 2008 until 2016 when the oilfield
services company was acquired by Schlumberger Ltd. Prior to this,
Mr. Sledge held the position of Corporate Controller at Cameron
International Corporation from 2001 through 2008. He brings
valuable experience gained as an executive officer in the energy
industry and extensive knowledge of accounting and finance. He
received a BS in Accounting from Louisiana
State University.
- Claus V. Hemmingsen
Claus. V. Hemmingsen has served as chairman of the
board of directors of Maersk Drilling since 2016. Mr. Hemmingsen
currently serves as the chairman of DFDS A/S, HusCompagniet A/S and
Innargi Holding A/S, and as a board member of A.P. Møller og Hustru
Chastine Mc-Kinney Møllers Fond til Almene Formaal (The A.P. Moller
Foundation), A.P. Møller Holding A/S, Den A.P. Møllerske
Støttefond, Det Forenede Dampskibs-Selskabs Jubilæumsfond, Fonden
Mærsk Mc-Kinney Møller Center for Zero Carbon Shipping, Global
Maritime Forum Fonden, and Work Wear Group A/S. Mr. Hemmingsen is a
member of the Danish Committee on Corporate Governance. Until 2019,
Mr. Hemmingsen was the Vice CEO and a member of the A.P.
Møller-Maersk A/S executive board and CEO of A.P. Møller-Maersk's
Energy division. Prior to this Mr. Hemmingsen was CEO of Maersk
Drilling from 2004. Mr. Hemmingsen has extensive international,
commercial, and managerial experience from the offshore oil and gas
and shipping industries, including HSSE & sustainability,
mergers and acquisitions, capital markets and non-executive
directorships. He has studied management at London Business School and Cornell University and gained an Executive MBA from
IMD in 2007.
- Alan J. Hirshberg
Alan J. Hirshberg has
served on the board of directors of Noble Corporation since early
2021. Mr. Hirshberg is currently a board member of Falcon Minerals
Corporation and McDermott International and formerly served as a
Senior Advisor at Blackstone Management Partners. Between 2010 and
2019, Mr. Hirshberg worked for ConocoPhillips as Executive Vice
President, Production, Drilling and Projects and Senior Vice
President, Planning and Strategy. Prior to joining ConocoPhillips,
Mr. Hirshberg worked at Exxon and ExxonMobil for 27 years, serving
in various senior leadership positions in upstream research,
production operations, major projects, and strategic planning. His
last role at ExxonMobil was Vice President of Worldwide Deepwater
and Africa Projects. Mr. Hirshberg received Bachelor's and Master
of Science degrees in Mechanical Engineering from Rice University.
- Kristin H. Holth
Kristin H. Holth has
served on Maersk Drilling's Board of Directors since April 2020. Ms. Holth currently serves as a board
member of GasLog Partners, Maersk Tankers A/S, HitecVision AS, ABP
AS, BI International Advisory board and chair of Equality Check AS.
Before starting her career as non-executive director, Ms. Holth was
Executive Vice President and Global Head of Ocean Industries in DNB
Bank ASA – Norway's largest
financial services group and a global leading financial institution
within the Ocean Industries. Ms. Holth has held numerous management
positions within DNB over the years, including also Global Head of
Shipping, Offshore & Logistics for 4 years and General Manager
& Head of DNB Americas for 6 years. She has significant
international, managerial, and commercial insight in global capital
markets, shipping, offshore, oil & gas and oilfield services
industries, with a strong focus on ESG matters. Ms. Holth holds a
Bachelor in Economics and Business Administration from BI Norwegian
Business School.
- Alistair Maxwell
Alastair Maxwell has
served on Maersk Drilling's Board of Directors since April 2019. He comes from a position as CFO of
Signifier Medical Technologies Ltd. and has previously held the
position as CFO of GasLog Ltd. Prior to that, he worked in the
investment banking industry for 29 years, most recently with
Goldman Sachs from 2010 to 2016 where he was a partner and Co-Head
of the Global Energy Group with responsibility for relationships
with a wide range of corporate and other clients. Previously, he
was with Morgan Stanley, most recently as Managing Director and
Head of Energy in the EMEA region, and with Dresdner Kleinwort
Benson in a series of roles in the Utilities and M&A Groups.
Mr. Maxwell has extensive international and financial experience
within energy markets, including mergers and acquisitions,
privatization, restructuring and equity and debt capital markets.
Mr. Maxwell studied Modern Languages (Spanish and Portuguese) at
Worcester College, Oxford.
- Ann D. Pickard
Ann D. Pickard has
served on the board of directors of Noble Corporation since early
2021. Ms. Pickard is currently a director of KBR, Inc., Woodside
Petroleum Ltd., and The University of
Wyoming Foundation. In addition, Ms. Pickard is an active
member of Chief Executive Women. Ms. Pickard worked for
Royal Dutch Shell from 2000 to 2016
and held numerous executive management positions of increasing
responsibility. She joined Shell after an 11-year tenure with Mobil
before its merger with Exxon. She has 25 years of international
experience as a senior manager in large organisations, with
responsibility for major corporate transformations, maximising
return on assets in challenging environments, complex negotiations,
large scale development projects and strategic planning. Ms.
Pickard has significant business experience throughout South America, Australia, the countries of the former
Soviet Union, the Middle East, and Africa. Ms. Pickard holds a Bachelor of Arts
degree from the University of California, San
Diego and a Master of Arts degree from the University of Pennsylvania.
- Robert W. Eifler
Mr. Eifler has served on Noble Corporation's board of
directors and as President and Chief Executive Officer of the
company since May 2020. Previously,
Mr. Eifler served as Senior Vice President, Commercial of the
Company from August 2019 until
assuming his position as President and Chief Executive Officer. Mr.
Eifler served as Noble's Senior Vice President, Marketing and
Contracts from February 2019 to
August 2019, and as the Company's
Vice President and General Manager-Marketing and Contracts from
July 2017 to February 2019. Before that, Mr. Eifler led
Noble's marketing and contracts efforts for the Eastern Hemisphere
while based in London. From
November 2013 to March 2015, Mr. Eifler worked for Hercules
Offshore, an offshore driller, as Director of International
Marketing. Mr. Eifler originally joined Noble in February 2005 as part of the management
development program and held numerous operational and marketing
roles with increasing responsibility around the world until joining
Hercules in 2013. Mr. Eifler has extensive knowledge of the
industry and will serve as the President and Chief Executive
Officer of the combined company upon closing the transaction. Mr.
Eifler received a B.S. in Systems and Information Engineering from
the University of Virginia and an Acton
MBA in Entrepreneurship.
About Noble
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. Currently, Noble performs, through
its subsidiaries, contract drilling services with a fleet of 19
offshore drilling units, consisting of 11 drillships and 8 jackups,
focused largely on ultra-deepwater and high-specification jackup
drilling opportunities in both established and emerging regions
worldwide. Noble is an exempted company incorporated in the
Cayman Islands with limited
liability with registered office at P.O. BOX 309, Ugland House, S.
Church Street, Grand Cayman,
KY1-1104. Additional information on Noble is available
at www.noblecorp.com.
About Maersk Drilling
With more than 45 years of
experience operating in the most challenging offshore environments,
Maersk Drilling (CSE: DRLCO) provides responsible drilling services
to energy companies worldwide. Maersk Drilling owns and operates a
fleet of 19 offshore drilling rigs and specialises in harsh
environment and deepwater operations. Headquartered in Denmark, Maersk Drilling employs around 2,400
people. For more information about Maersk Drilling, visit
www.maerskdrilling.com.
Forward-Looking Statements
This press release includes
forward-looking statements within the meaning of the federal
securities laws with respect to the proposed transaction, including
statements regarding the benefits of the transaction, the
anticipated timing of the transaction, the products and services
offered by Noble and Maersk Drilling and the markets in which they
operate, and Noble's and Maersk Drilling's projected future
financial and operating results. 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, and Maersk
Drilling and its management, as the case may be. 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
transaction may not be completed in a timely manner or at all,
which may adversely affect the price of Noble's and Maersk
Drilling's securities, (ii) the failure to satisfy the conditions
to the consummation of the transaction, including the adoption of
the business combination agreement by the shareholders of Noble,
the acceptance of the proposed exchange offer by the requisite
number of Maersk Drilling shareholders and the receipt of certain
governmental and regulatory approvals, (iii) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the business combination 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 or Maersk Drilling's business, financial condition and
results of operations, (v) the effect of the announcement or
pendency of the transaction on Noble's or Maersk Drilling's
business relationships, performance, and business generally, (vi)
risks that the proposed transaction 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
transaction, (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 transaction, (viii) the
ability of 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 transaction, and to identify and realize
additional opportunities, (xv) the failure to realize anticipated
benefits of the proposed transaction, (xvi) risks related to the
ability to correctly estimate operating expenses and expenses
associated with the transaction, (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
transaction 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 transaction
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 and those described in Maersk Drilling's annual
reports, relevant reports and other documents published from time
to time by Maersk Drilling. Noble and Maersk Drilling wish 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 and Maersk Drilling are 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 will file
a Registration Statement on Form S-4 with the SEC that will include
(1) a proxy statement of Noble that will also constitute a
prospectus for Topco and (2) an offering prospectus of Topco to be
used in connection with Topco's offer to exchange shares in Maersk
Drilling for Topco shares. When available, Noble will mail the
proxy statement/prospectus to its shareholders in connection with
the vote to approve the merger of Noble and a wholly-owned
subsidiary of Topco, and Topco will distribute the offering
prospectus in connection with the exchange offer. Should
Maersk Drilling and Noble proceed with the proposed transaction,
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
transaction 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.
Participants in the Solicitation
Maersk Drilling,
Noble and their respective directors, executive officers and
certain employees may be deemed to be participants in the
solicitation of proxies from the shareholders of Maersk Drilling
and Noble, respectively, in connection with the proposed
transaction. Shareholders may obtain information regarding the
names, affiliations and interests of Noble's directors and officers
in Noble's Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, which was filed
with the SEC on February 17, 2021. To
the extent the holdings of Noble's securities by Noble's directors
and executive officers have changed since the amounts set forth in
such annual report, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Information regarding the names, affiliations and interests of
Maersk Drilling's directors and officers is contained in Maersk
Drilling's Annual Report for the fiscal year ended December 31, 2021, and can be obtained free of
charge from the sources indicated above. Additional
information regarding the interests of such individuals in the
proposed business combination will be included in the proxy
statement/prospectus relating to the proposed transaction when it
is filed with the SEC. You may obtain free copies of these
documents from the sources indicated above.
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 transaction
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.
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SOURCE Noble Corporation