Transocean Partners LLC Announces Adjournment of Special Meeting until November 16, 2016
November 11 2016 - 4:39PM
LONDON - November 11, 2016 - Transocean Partners
LLC (NYSE: RIGP) (the "Company") announced today that it convened
and adjourned, without a vote, the Company's previously scheduled
special meeting of common unitholders to vote on the proposed
merger with a subsidiary of Transocean Ltd. ("Transocean"). The
special meeting will reconvene on Wednesday, November 16, 2016, at
3:00 p.m. local time at the Company's offices at 40 George Street,
4th Floor, London, England W1U 7DW, United Kingdom. The record date
for common unitholders entitled to vote at the special meeting
remains September 22, 2016.
The special meeting was adjourned to allow for the solicitation of
additional votes in favor of the proposal to approve the proposed
merger and the Agreement and Plan of Merger dated July 31, 2016,
among the Company, Transocean and certain subsidiaries of
Transocean, as contained in the definitive proxy statement filed by
the Company with the Securities and Exchange Commission (the "SEC")
on October 6, 2016. Thus far, holders of common units not owned by
Transocean Partners Holdings Limited have shown support for the
transaction, with approximately 75% of the common units for which
proxies were submitted having been in favor of the
merger.
During the period of the adjournment, the Company will continue to
solicit proxies from its common unitholders. Common unitholders who
have not already submitted a proxy are encouraged to do
so.
The affirmative vote of approximately 50.1% of the outstanding
common units not owned by Transocean Partners Holdings Limited is
required to approve the merger. At the time of the adjournment, a
preliminary count indicated approximately 46.8% of the outstanding
common units not owned by Transocean Partners Holdings Limited
intended to vote in favor of the merger. The holders of
approximately 7.4 million common units (which represents
approximately 37.6% of the outstanding common units not owned by
Transocean Partners Holding Limited) have not submitted a proxy to
have their common units voted at the special meeting. The results
of voting at the special meeting, once reconvened on November 16,
2016, could differ from this preliminary count.
Any common unitholder who has previously submitted a proxy may
revoke and submit a new proxy by 11:59 p.m. Eastern time on
November 15, 2016, or vote in person at any time before the polls
close at the special meeting on November 16, 2016. Common
unitholders who do not wish to revoke their proxy do not need to
take any further action. All common units represented by properly
submitted proxies that are received in time for the special
meeting, as adjourned, and that are not revoked, will be voted at
the special meeting in the manner specified by the
holder.
Leading independent proxy advisory firms Institutional Shareholder
Services Inc., Glass Lewis & Co. LLC and Egan-Jones Ratings Co.
recommend common unitholders of the Company vote in favor of the
approval of the Merger Agreement and the merger.
The Board of Directors of the Company and the independent conflicts
committee of the Company have each unanimously recommended that
common unitholders vote "FOR" the proposal to approve the Merger
Agreement and the merger.
Today's adjournment provides common unitholders,
who have not yet participated in the critical process, the extended
opportunity to vote, which we encourage them to do. Unlike proxy
votes on routine annual meeting matters, a non-vote is effectively
a "No" vote for the merger. Please act today!
Unitholders who need assistance in voting their common units, or
who have questions, are encouraged to contact the Company's proxy
solicitor, Innisfree M&A Incorporated, at (888) 750-5834 from
U.S. and Canada or (412) 232-3651 from other countries.
About Transocean Partners
Transocean Partners was formed as a growth-oriented limited
liability company by Transocean Ltd. to own, operate and acquire
modern, technologically advanced offshore drilling rigs. Transocean
Partners' assets consist of 51 percent interests in subsidiary
companies that own and operate three ultra-deepwater drilling
rigs.
For more information about Transocean Partners, please visit:
www.transoceanpartners.com.
Forward-Looking Statements
This communication includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
The statements regarding the proposed transaction, including its
effects, benefits and costs savings, opinions, forecasts,
projections, expected timetable for completion, expected
distribution and any other statements regarding the Company's and
Transocean's future expectations, beliefs, plans, objectives,
financial conditions, assumptions or future events or performance
that are not statements of historical fact, are forward-looking
statements within the meaning of the federal securities laws. We
can give no assurance that such expectations will prove to have
been correct. These statements are subject to risks, uncertainties
and assumptions including, among other things, satisfaction of the
closing conditions to the merger, the risk that the contemplated
merger does not occur, negative effects from the pendency of the
merger, the ability to realize expected cost savings and benefits,
failure to obtain the required vote of the Company's unitholders,
the timing to consummate the proposed transaction, the adequacy of
and access to sources of liquidity, the Company's and Transocean's
inability to obtain drilling contracts for rigs that do not have
contracts, the Company's and Transocean's inability to renew
drilling contracts at comparable dayrates, operational performance,
the impact of regulatory changes, the cancellation of drilling
contracts currently included in each company's reported contract
backlog, and other risk factors that are discussed in the Company's
and Transocean's most recent Annual Report on Form 10-Ks, as well
as its other filings with the SEC available at the SEC's Internet
site (www.sec.gov). Actual results may differ materially from those
expected, estimated or projected. Forward-looking statements
speak only as of the date they are made, and we undertake no
obligation to publicly update or revise any of them in light of new
information, future events or otherwise.
Additional Information
This communication does not constitute an
offer to buy or sell or the solicitation of an offer to buy or sell
any securities or a solicitation of any vote or approval. INVESTORS
ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE REGISTRATION
STATEMENT, AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC
REGARDING THE TRANSACTION CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION. These documents contain
important information about the proposed transaction that should be
read carefully before any decision is made with respect to the
proposed transaction. Investors may obtain free copies of these
documents and other documents filed with the SEC by the Company and
Transocean through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC by the
Company are available free of charge on the Company's internet
website at: www.transoceanpartners.com. Copies of the documents
filed with the SEC by Transocean are available free of charge on
Transocean's internet website at: www.deepwater.com. You may also
read and copy any reports, statements and other information filed
by Transocean and Transocean Partners with the SEC at the SEC
public reference room at 100 F Street N.E., Room 1580, Washington,
D.C. 20549. Please call the SEC at (800) 732-0330 or visit the
SEC's website for further information on its public reference
room.
Participants in Solicitation
The Company, Transocean, their respective
directors and certain of their respective executive officers may be
considered, under SEC rules, participants in the solicitation of
proxies in connection with the proposed transaction. Information
about the directors and executive officers of the Company is set
forth in its Annual Report on Form 10-K for the year ended December
31, 2015, which was filed with the SEC on February 25, 2016, and
its proxy statement for its 2016 annual meeting of unitholders,
which was filed with the SEC on March 17, 2016. Information about
the directors and executive officers of Transocean are set forth in
its Annual Report on Form 10-K for the year ended December 31,
2015, which was filed with the SEC on February 25, 2016, and its
proxy statement for its 2016 annual general meeting of
shareholders, which was filed with the SEC on March 18, 2016. These
documents can be obtained free of charge from the sources indicated
above. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests in the transaction, by security holdings or otherwise, is
contained in the proxy statement/prospectus and other relevant
materials that may be filed with the SEC.
Analyst Contacts:
Bradley Alexander
+1 713-232-7515
Diane Vento
+1 713-232-8015
Media Contact:
Pam Easton
+1 713-232-7647
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Transocean Partners LLC via Globenewswire
TRANSOCEAN PARTNERS LLC (NYSE:RIGP)
Historical Stock Chart
From May 2024 to Jun 2024
TRANSOCEAN PARTNERS LLC (NYSE:RIGP)
Historical Stock Chart
From Jun 2023 to Jun 2024