Company announcement (No. 14/2022)
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 and COPENHAGEN,
Denmark, Sept. 1, 2022 /PRNewswire/ -- Noble
Corporation (NYSE: NE) ("Noble") and The Drilling Company of 1972
A/S (CSE: DRLCO) ("Maersk Drilling") today provided a further
update on the merger control process for their proposed business
combination announced on 10 November
2021 (the "Business Combination"), as the UK Competition and
Markets Authority (the "CMA") has today published its decision not
to refer the Business Combination for further in-depth Phase 2
review and has completed its review of the Business
Combination.
On 9 May 2022, the CMA published
its decision that there are reasonable grounds for believing that a
sale of certain rigs to a suitable purchaser together with
sufficient supporting infrastructure might be accepted by the CMA
to address its concerns related to lessening of competition created
by the Business Combination. On 23 June
2022, Noble announced that it had entered into an asset
purchase agreement to sell five jackup rigs (Noble Hans Deul, Noble
Sam Hartley, Noble Sam
Turner, Noble Houston
Colbert, and Noble Lloyd
Noble, together the "Remedy Rigs") to a subsidiary of
Shelf Drilling, Ltd. ("Shelf Drilling").
The CMA has today announced that it has accepted legally binding
undertakings from Noble and Maersk Drilling. These undertakings
require Noble to divest the Remedy Rigs, and related offshore and
onshore personnel and assets and related operations, to a
subsidiary of Shelf Drilling. The acceptance of these undertakings
means that the CMA has decided not to refer the Business
Combination for an in-depth Phase 2 review and completes the CMA's
review of the Business Combination.
On 8 August 2022, Noble
Corporation plc ("Topco") published its voluntary public share
exchange offer (the "Exchange Offer") in connection with the
Business Combination. Completion of the Exchange Offer is
conditional upon, amongst other things, the approval of the
Business Combination by the CMA and certain other regulatory
authorities with responsibility for merger control matters.
Following today's announcement, all merger control conditions to
the Exchange Offer have now been satisfied.
In addition to certain other customary conditions, including the
receipt of approvals for the listing of Topco's shares ("Topco
Shares") on the New York Stock Exchange and Nasdaq Copenhagen
A/S, completion of the Exchange Offer remains conditional upon
Topco obtaining acceptances of the Exchange Offer representing at
least 80% of the outstanding share capital and voting rights of
Maersk Drilling, excluding any treasury shares held by Maersk
Drilling.
Subject to completion of the Exchange Offer, Topco intends to
cause the Maersk Drilling shares to be delisted from Nasdaq
Copenhagen at an appropriate time and subject to approval by Nasdaq
Copenhagen. Further, if Topco holds more than 90% of all Maersk
Drilling shares and voting rights (excluding treasury shares) upon
completion of the Exchange Offer, Topco intends to conduct a
compulsory purchase of the remaining minority Maersk Drilling
shares in accordance with the Danish Companies Act.
The Board of Directors of Maersk Drilling has unanimously
recommended that Maersk Drilling shareholders accept the Exchange
Offer. APMH Invest A/S, holding approximately 42% of Maersk
Drilling's total share capital and voting rights, has irrevocably
undertaken to accept the Exchange Offer. In addition, A.P. Møller
og Hustru Chastine Mc-Kinney Møllers Familiefond and Den A.P.
Møllerske Støttefond, holding in aggregate approximately 12% of
Maersk Drilling's total share capital and voting rights, have
expressed their intention to accept the Exchange Offer.
The offer period for the Exchange Offer is expected to expire on
8 September 2022 at 23:59 (CEST),
subject to any extensions of the offer period. Please note that
certain account holding institutions may have earlier deadlines for
submission of acceptance forms.
The full terms, conditions and essential elements of the
Exchange Offer are contained within the offer document published on
8 August 2022, which together with
the acceptance form and other supporting materials are available on
www.noblecorp.com and investor.maerskdrilling.com, subject to
regulatory restrictions in certain jurisdictions.
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.
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 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.
Forward-Looking Statements
This communication contains
forward-looking statements within the meaning of United States federal securities laws. 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, 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 document.
There can be no assurance that the future developments affecting
Noble, Maersk Drilling or any successor entity of the Business
Combination 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
U.S. Securities and Exchange Commission ("SEC"). Topco, 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, Topco, 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. The registration statement on Form S-4, as
amended, was declared effective by the SEC on 11 April 2022. In addition, on 8 August 2022, Topco has also published an offer
document (the "Offer Document") and an exemption document
(the "Exemption Document") as approved by the Danish
Financial Supervisory Authority (Finanstilsynet) in relation
to the Exchange Offer.. 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 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 AND NOBLE WITH THE SEC OR THE DANISH FINANCIAL SUPERVISORY
AUTHORITY OR PUBLISHED ON NOBLE'S AND/OR MAERSK DRILLING'S WEBSITES
AT WWW.NOBLECORP.COM AND WWW.MAERSKDRILLING.COM, RESPECTIVELY, 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 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 Topco Shares, the Acceptance Shares (as
defined in the Offer Document) or Cash Acceptance Shares (as
defined in the Offer Document), 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 shareholders of Maersk
Drilling 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 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 Regulation (EU) 2017/1129 (the "Prospectus
Regulation") from the requirement to produce a prospectus for
offers of Topco Shares, Acceptance Shares and Cash Acceptance
Shares. Accordingly, any person making or intending to make any
offer within a Relevant State of Topco 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 Shares, Acceptance Shares or Cash Acceptance
Shares through any financial intermediary, other than offers made
by Topco which constitute the final offer of Topco Shares,
Acceptance Shares and Cash Acceptance Shares as contemplated
through the Exchange Offer.
The Topco 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 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 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 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 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 is 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 residing
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 acquired
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 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.
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SOURCE Noble Corporation