Transocean (RIG) Proxy filing summary

Executive summary

• Proposed all-stock acquisition of Valaris through a Bermuda court-sanctioned scheme; each eligible Valaris share converts into 15.235 registered shares, with cash paid for fractional shares.

• After closing, Valaris would be wholly owned; current shareholders are expected to hold 53% and former Valaris shareholders 47% on a fully diluted basis.

• Closing was anticipated in H2 2026, subject to shareholder approvals, Bermuda court sanction, NYSE listing, Swiss registration and remaining regulatory clearances.

• Boards cited fleet complementarity, geographic and water-depth diversification, more than $200 million in expected annual cost synergies and potential deleveraging benefits.

Voting matters and shareholder proposals

• November 24, 2026 meetings: Valaris holders vote on the scheme, advisory transaction-related executive compensation and adjournment; the Valaris board recommends FOR all three.

• Valaris scheme approval requires a majority in number of holders voting and at least 75% in value of shares represented and voted; court sanction is also required.

• Shareholders are asked to approve up to 1,163,640,159 new shares, a capital band for up to 126,490,949 shares and NYSE approval for the issuances; all three are closing conditions and interdependent.

• Additional proposals elect Dick Fagerstal and Kristian Johansen to the board, elect William F. Lacey and Domenic J. Dell'Osso, Jr. to the Compensation Committee, and remove obsolete Article 38; the board recommends FOR all.

• Valaris advisory compensation and adjournment votes are not closing conditions; the adjournment vote is not planned if the transaction resolution passes.

Board of directors and corporate governance

• Two Valaris-designated directors, Dick Fagerstal and Kristian Johansen, are proposed for election effective at closing; Vincent J. Intrieri and Samuel J. Merksamer are expected to resign, leaving an 11-member board.

• Fagerstal and Johansen were determined independent under NYSE and SEC standards; the board is expected to retain a majority of independent directors.

• William F. Lacey and Domenic J. Dell'Osso, Jr. are proposed for the Compensation Committee, replacing Vanessa C.L. Chang and Frederico F. Curado; Glyn A. Barker would remain.

• The existing executive team is expected to lead after closing, with Keelan I. Adamson as CEO and Jeremy D. Thigpen continuing as board chair.