Transocean (RIG) Proxy Filing summary

Executive summary

• Transocean and Valaris have agreed to a definitive all-stock business combination valued at approximately $5.8 billion, creating the world's largest and most diversified offshore drilling fleet with 73 rigs and a pro forma enterprise value of $17 billion.

• The combined company will have an estimated pro forma market capitalization of $12.3 billion and an industry-leading backlog of approximately $10 billion, enhancing cash flow visibility and financial flexibility.

• Over $200 million in identified cost synergies are expected, additive to ongoing cost savings, with a targeted leverage ratio of about 1.5x within 24 months of closing.

• The transaction is expected to close in the second half of 2026, subject to regulatory and shareholder approvals, and has received support from major shareholders of both companies.

• The combination is positioned to capitalize on a forecasted multi-year offshore drilling upcycle, with enhanced exposure to global offshore basins and increased customer access.

Voting matters and shareholder proposals

• Shareholders of both companies will be asked to approve the transaction via a joint proxy statement, with materials to be filed with the SEC and disseminated to shareholders.

• Major shareholders representing 9% of Transocean and 18% of Valaris have committed to vote in favor of the transaction.

Board of directors and corporate governance

• The combined board will consist of nine current Transocean directors and two current Valaris directors.

• Keelan Adamson will serve as CEO, and Jeremy Thigpen as Executive Chairman of the Board.

• Transocean will remain incorporated in Switzerland, with its primary administrative office in Houston.