SUGAR
LAND, Texas, May 10, 2022
/PRNewswire/ -- Noble Corporation (NYSE: NE, "Noble", or the
"Company") announced that at the Extraordinary General Meeting of
shareholders held today, shareholders approved all proposals
related to the previously announced business combination agreement
with The Drilling Company of 1972 A/S (CSE: DRLCO) ("Maersk
Drilling") announced on November 10,
2021 (the "Transaction"). Approximately 99% of the votes
cast at the Extraordinary General Meeting were in favor of the
Transaction. A Form 8-K disclosing the full voting results will be
filed with the U.S. Securities and Exchange Commission.
Completion of the Transaction remains subject to acceptance of
an exchange offer by holders of at least 80% of Maersk Drilling
shares, merger clearance and other regulatory approvals, listing on
the NYSE and Nasdaq Copenhagen, and other customary
conditions.
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. 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. Additional information on Noble is
available at www.noblecorp.com.
Additional Information and Where to Find It
In connection with the proposed business combination, Noble
Finco Limited ("Topco") has filed a Registration Statement on Form
S-4 with the SEC. The Registration Statement includes (1) a
proxy statement of Noble that will also constitute a prospectus for
Topco in connection with Topco's issuance of Topco shares to Noble
shareholders and (2) the English translation of the draft offer
document of Topco that will be used in connection with Topco's
offer to exchange shares in Maersk Drilling for Topco shares. Topco
will distribute the offer document 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.
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.
For additional information, visit www.noblecorp.com or email
investors@noblecorp.com
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SOURCE Noble Corporation