Transocean Ltd. Increases Consideration for Acquisition of Transocean Partners LLC
November 21 2016 - 4:19PM
- Exchange ratio increased to 1.20
shares of Transocean per Transocean Partners common unit in the all
equity transaction
Zug, Switzerland / London - November 21, 2016 -
Transocean Ltd. (NYSE: RIG) and Transocean Partners LLC (NYSE:
RIGP) today announced that Transocean has agreed to increase to
1.20 Transocean shares (from 1.1427 Transocean shares) the
consideration for its pending acquisition of each outstanding
common unit of Transocean Partners not already owned by Transocean
in a share-for-unit merger transaction. Transocean expects to
issue approximately 23.8 million shares in the merger.
The transaction is subject to the approval of the holders of
Transocean Partners' common units pursuant to its limited liability
company agreement. As Transocean has already committed to voting
its approximately 21.3 million common units in favor of the merger,
a vote in favor of the merger by approximately 9.9 million (or
approximately 50.1%) of the approximately 19.7 million common units
not held by Transocean will be required to approve the merger.
Subject to customary approvals and conditions, including receipt of
approval from Transocean Partners common unitholders, the
transaction is expected to close in early December 2016.
The Transocean Partners special meeting, which has been adjourned,
reconvenes on Tuesday, December 6, 2016, at 3:00 p.m. local time at
Transocean Partners' offices at 40 George Street, 4th Floor,
London, England W1U 7DW, United Kingdom.
The increase in consideration was approved on behalf of Transocean
Partners by the Conflicts Committee of its Board of Directors,
which is comprised of the members of its Board of Directors who are
independent and unaffiliated with Transocean.
The Board of Directors of Transocean Partners and the Conflicts
Committee of Transocean Partners have each recommended that
Transocean Partners' common unitholders vote "FOR" the proposal to
approve the amended merger agreement providing for the increased
consideration and the merger.
Unitholders who need assistance in voting their Transocean
Partners' 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
Transocean is a leading international
provider of offshore contract drilling services for oil and gas
wells. The company specializes in technically demanding sectors of
the global offshore drilling business with a particular focus on
deepwater and harsh environment drilling services, and believes
that it operates one of the most versatile offshore drilling fleets
in the world.
Transocean owns or has partial ownership interests in, and operates
a fleet of 57 mobile offshore drilling units consisting of 29
ultra-deepwater floaters, seven harsh-environment floaters, four
deepwater floaters, seven midwater floaters and 10
high-specification jackups. In addition, the company has five
ultra-deepwater drillships and five high-specification jackups
under construction or under contract to be constructed.
For more information about Transocean, please visit:
www.deepwater.com.
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 Transocean Partners 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 Transocean Partners' common unitholders, the timing to
consummate the proposed transaction, the adequacy of and access to
sources of liquidity, Transocean Partners' and Transocean's
inability to obtain drilling contracts for rigs that do not have
contracts, Transocean Partners' 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 Transocean
Partners' 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 Transocean
Partners and Transocean through the website maintained by the SEC
at www.sec.gov. Copies of the documents filed with the SEC by
Transocean are available free of charge on Transocean's internet
website at: www.deepwater.com. Copies of the documents filed with
the SEC by Transocean Partners are available free of charge on the
Transocean Partners' internet website at:
www.transoceanpartners.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
Transocean Partners, 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 Transocean Partners 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, its proxy statement for its 2016 annual
meeting of unitholders, which was filed with the SEC on March 17,
2016, and in the joint proxy statement/prospectus, which was filed
with the SEC on October 6, 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
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