Transocean (RIG) Proxy filing summary

Executive summary

• Transocean and Valaris entered into a Business Combination Agreement for Transocean to acquire all Valaris shares, exchanging 15.235 Transocean shares per Valaris share.

• The transaction is subject to regulatory and shareholder approvals, including compliance with the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act).

• Both companies received a Second Request from the DOJ, extending the HSR Act waiting period until substantial compliance.

• Forward-looking statements highlight anticipated timing, completion, and effects of the proposed transaction, with caution regarding inherent risks and uncertainties.

• The transaction is structured as a scheme of arrangement under Bermuda law, with securities issued relying on exemptions from U.S. registration requirements.

Voting matters and shareholder proposals

• Shareholders of both companies will be asked to approve transaction-related proposals via a joint proxy statement.

• The joint proxy statement will be filed with the SEC and disseminated to shareholders for voting.

Board of directors and corporate governance

• Directors, executive officers, and certain employees of both companies may participate in proxy solicitation.

• Information on the interests of directors and executive officers will be included in the joint proxy statement.