Valaris (VAL) Proxy filing summary

Executive summary

• Transocean and Valaris propose a business combination via a court-sanctioned scheme of arrangement, with Transocean acquiring all Valaris shares in exchange for 15.235 Transocean shares per Valaris share, subject to adjustments.

• The combined company will be owned approximately 53% by Transocean shareholders and 47% by Valaris shareholders on a fully diluted basis.

• The transaction is expected to close in the second half of 2026, pending regulatory, court, and shareholder approvals.

• Both boards unanimously recommend shareholders vote in favor of the proposals, citing strategic, operational, and financial benefits, including over $200 million in expected annual cost synergies.

Voting matters and shareholder proposals

• Valaris shareholders will vote on: (1) approval of the scheme of arrangement, (2) a non-binding advisory vote on executive compensation related to the transaction, and (3) adjournment of the meeting if needed.

• Transocean shareholders will vote on: (1) share issuance for the merger, (2) amendment to create a capital band, (3) NYSE 20% share issuance proposal, (4) election of two Valaris nominees to the board, (5) election of two new compensation committee members, and (6) removal of an obsolete article from the bylaws.

• Approval of key resolutions by both companies’ shareholders is a condition to closing; failure to approve any required resolution will prevent the transaction from proceeding.

Board of directors and corporate governance

• The combined board will include two Valaris nominees, with two current Transocean directors resigning at closing.

• The board will have 11 members, and the existing Transocean management team will lead the combined company.

• Board and committee elections are contingent on the transaction closing.