Transocean (RIG) Proxy filing summary

Executive summary

• Proposed all-stock combination with Valaris followed a multi-year evaluation; the board views the negotiated terms as the strongest strategic opportunity to enhance long-term shareholder value.

• Combined fleet expected to broaden customer reach and geographic coverage; pro forma backlog exceeded $12.7 billion as of November 2, 2026, supporting future cash-flow visibility.

• More than $200 million in expected annual cost synergies, mainly from operational efficiencies; no new cash financing and a target leverage ratio of ~1.5x within 24 months after closing.

• Combination expected to qualify as a tax-free reorganization for U.S. federal income tax purposes under Internal Revenue Code Section 368(a).

Voting matters and shareholder proposals

• Extraordinary general meeting scheduled for November 24, 2026, at 3:00 p.m. Swiss time; shareholders will vote on resolutions including issuance of shares needed to complete the combination.

• Board unanimously recommends voting FOR each resolution; voting instructions due by 4:00 p.m. ET on November 23, 2026 (10:00 p.m. Swiss time).

Board of directors and corporate governance

• Board and management cite a multi-year, deliberate evaluation and negotiated terms as the basis for supporting the combination.

• Executive Chair Jeremy D. Thigpen and CEO Keelan I. Adamson signed the shareholder letter urging support for the resolutions.