Valaris (VAL) Proxy filing summary

Executive summary

• Transocean proposes to acquire all outstanding shares through a Bermuda court-sanctioned scheme; each eligible share would convert into 15.235 Transocean shares, subject to customary adjustments, with cash for fractional shares.

• Post-close ownership is expected to be 53% for existing Transocean shareholders and 47% for former target shareholders, fully diluted assuming conversion of Transocean’s 2029 exchangeable bonds. Closing was anticipated in H2 2026, subject to approvals and other conditions.

• Boards unanimously recommend FOR their respective proposals. The exchange ratio received fairness opinions from Goldman Sachs for the target board and Evercore for Transocean.

Voting matters and shareholder proposals

• Both shareholder meetings are scheduled for November 24, 2026; the Bermuda court meeting is at 10:00 a.m. Bermuda time and the Transocean meeting at 3:00 p.m. Swiss time.

• Bermuda shareholders must approve the scheme by a majority in number representing at least 75% in value of shares present and voting; the court meeting has no quorum requirement.

• Transocean shareholders will vote on issuing up to 1,163,640,159 exchange shares, a capital band authorizing up to 126,490,949 shares for awards and warrants, and NYSE approval for the issuance.

• Transocean shareholders will also vote on Dick Fagerstal and Kristian Johansen as directors, Bill Lacey and Nick Dell’Osso for the Compensation Committee, and removal of obsolete Article 38.

• The target’s advisory compensation and adjournment proposals each require a majority of votes cast; advisory compensation approval is not a closing condition, and adjournment is not expected to be called if the transaction resolution passes.

Board of directors and corporate governance

• Following closing, the Transocean board is expected to retain 11 members: Fagerstal and Johansen join as two current directors resign; nominees serve until the next annual general meeting.

• The nominees were determined independent under NYSE and SEC standards; their election would preserve a majority-independent board.

• Lacey and Dell’Osso would join the Compensation Committee, replacing Vanessa Chang and Frederico Curado; Glyn Barker would remain.

• Transocean’s existing management team is expected to lead the combined business, with Keelan Adamson as CEO and Jeremy Thigpen continuing as board chair.