Valaris (VAL) Proxy filing summary

Executive summary

• Announced a business combination agreement for Transocean to acquire all issued and outstanding shares in exchange for 15.235 Transocean shares per Valaris share, subject to regulatory and shareholder approvals.

• CFIUS approval for the transaction was received on June 29, 2026, satisfying a key closing condition.

• HSR Act review is ongoing, with parties cooperating with the DOJ and not closing until at least 60 days after substantial compliance certification.

• Completion of the transaction is expected in the second half of 2026, pending remaining approvals and customary conditions.

• Forward-looking statements caution about uncertainties and risks that could affect the timing and completion of the transaction.

Voting matters and shareholder proposals

• Shareholder approval is required for the business combination, with a joint proxy statement to be mailed to shareholders of both companies.

• Proxy solicitation involves directors, executive officers, and certain employees as participants.

Board of directors and corporate governance

• Information about directors and executive officers, including their interests and security holdings, will be included in the joint proxy statement.

• Updates to holdings by directors or officers will be reflected in SEC filings such as Forms 3 and 4.