SUGAR LAND, Texas and
COPENHAGEN, Denmark, March 18, 2022 /PRNewswire/ -- Noble Corporation
(NYSE: NE) ("Noble") and The Drilling Company of 1972 A/S (CSE:
DRLCO) ("Maersk Drilling") today announced the executive management
team to be effective after the closing of the business combination
announced on November 10,
2021.
The combined company will have a proven management team led by
Robert W. Eifler as President and
Chief Executive Officer.
Mr. Eifler commented, "This highly capable management team,
comprised of existing leadership from both Noble and Maersk
Drilling, will bring significant experience and strong leadership
values to the combined company. Together, we will work to quickly
and successfully integrate the two businesses and help deliver a
differentiated value proposition for both our customers and
shareholders."
Other members of the executive management team for the combined
company will include:
- 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
- Marika Reis – Chief Innovation
Officer
- Mikkel Ipsen – Vice President of
Human Resources
- Kirk T. Atkinson – Head of
HSE
- Claus Bachmann – Vice President
of Operations – North Sea
- Matthew J. Brodie – Vice
President of Operations – Middle
East, Africa, and
Asia-Pacific
- Garth Pulkkinen – Vice President
of Operations – Americas
About Noble
Noble 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 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 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.
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 has
filed a Registration Statement on Form S-4 with the SEC that
includes (1) a proxy statement of Noble that also constitutes 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