Transocean (RIG) Proxy Filing summary

Executive summary

• Transocean and Valaris entered into a definitive agreement for an all-stock business combination, with Valaris shareholders receiving 15.235 Transocean shares per Valaris share, resulting in a combined ownership of approximately 53% for Transocean shareholders and 47% for Valaris shareholders.

• The transaction is structured as a court-sanctioned scheme of arrangement under Bermuda law and is expected to close in the second half of 2026, subject to regulatory and shareholder approvals.

• The combined company will have a pro forma backlog exceeding $10 billion, with identified annual cost synergies of over $200 million, and aims to reduce leverage to 1.5x within 24 months post-closing.

• The merger is positioned as transformational, creating the largest and most technologically advanced offshore drilling fleet, with enhanced global reach and customer offerings.

• Both boards unanimously approved the transaction, and key shareholders representing 18% of Valaris and 9% of Transocean shares have entered into support agreements to vote in favor.

Voting matters and shareholder proposals

• Shareholders of both companies must approve the transaction at special meetings, with Valaris requiring a 75% majority in value and Transocean requiring a two-thirds majority.

• The only matters to be voted on at these meetings are the transaction resolutions, related share issuances, and any required regulatory or procedural items.

• Proxy statements will include fairness opinions, board recommendations, and summaries of the agreement and support agreements.

Board of directors and corporate governance

• Post-closing, the board of the combined company will include two current Valaris directors, identified by Valaris and reasonably acceptable to Transocean.

• All Valaris directors and officers will resign at closing, with non-continuing individuals receiving contractual entitlements.

• The agreement includes provisions for indemnification and D&O insurance for former Valaris directors and officers for six years post-closing.