Valaris (VAL) Proxy filing summary

Executive summary

• A business combination agreement was entered into on February 9, 2026, for Transocean to acquire all issued and outstanding shares of Valaris in exchange for 15.235 Transocean shares per Valaris share.

• The transaction is structured as a scheme of arrangement under Bermuda law and is subject to regulatory and shareholder approvals.

• The closing is contingent on satisfaction or waiver of conditions, including antitrust clearance under the HSR Act.

• Both parties received a Second Request from the DOJ on May 4, 2026, extending the HSR Act waiting period until substantial compliance.

• Forward-looking statements caution about uncertainties and risks that could affect the transaction's completion and anticipated benefits.

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 and executive officers of both companies may be considered participants in the proxy solicitation.

• Information about their interests and security holdings will be disclosed in the joint proxy statement.