Valaris (VAL) Proxy filing summary

Executive summary

• The proposed combination would exchange each outstanding share for 15.235 Transocean shares under the agreement signed February 9, 2026.

• Brazilian competition authorities cleared the transaction without restrictions on October 13, 2026; closing is anticipated in Q4 2026, subject to remaining conditions.

Voting matters and shareholder proposals

• A joint definitive proxy statement on Schedule 14A was filed October 14, 2026 and distributed to shareholders of both parties seeking approval of transaction-related proposals.

• The transaction is structured as a Bermuda scheme of arrangement under section 99 of the Companies Act 1981.

Risk oversight and compliance

• Closing depends on shareholder approvals and remaining conditions; disclosed risks include litigation, disruption to contracts and relationships, personnel retention, integration costs, and failure to realize synergies.

• Other cited risks include offshore operating hazards, customer demand and contract changes, commodity volatility, supply-chain challenges, inflation, interest rates, geopolitical conflict, and cybersecurity threats.

• CADE's decision is expected to be published October 15 or 16, starting a 15-day waiting period; once final, all regulatory approval conditions will be satisfied.