Valaris (VAL) Proxy Filing summary

Executive summary

• Announced a definitive agreement for a business combination between two leading offshore drilling contractors, expected to close in the second half of 2026, subject to regulatory and shareholder approvals.

• The combination aims to create a global leader with a complementary fleet and expanded capabilities in offshore drilling.

• Integration planning will begin, but both companies will operate independently until the transaction closes.

• Forward-looking statements highlight anticipated benefits, but also caution about risks and uncertainties that could affect the outcome.

Voting matters and shareholder proposals

• Shareholders of both companies will be asked to approve transaction-related proposals via a joint proxy statement.

• The transaction will proceed under a scheme of arrangement pursuant to Bermuda law, requiring regulatory and shareholder approvals.

Board of directors and corporate governance

• Directors, executive officers, and certain employees of both companies may participate in the solicitation of proxies for the transaction.

• Information about the interests of directors and executive officers will be included in the joint proxy statement.