Transocean Ltd. Announces Extraordinary General Meeting
August 25 2015 - 4:17PM
ZUG, SWITZERLAND-August 25, 2015-Transocean Ltd.
(NYSE: RIG) (SIX: RIGN) announced today that the company will
convene an Extraordinary General Meeting of Shareholders ("EGM").
The EGM, which will be open to shareholders of record as of October
12, 2015, will be held at 5:00 p.m., CEST, on October 29, 2015, in
Cham, Switzerland. Additional details on the EGM will be provided
to shareholders and be made publicly available in a proxy statement
that will be filed with the U.S. Securities and Exchange
Commission.
The Board of Directors (the "Board") will propose the following
items for approval at the EGM:
- The election of Jeremy D. Thigpen, the company's
President and Chief Executive Officer, as a member of the Board for
a term extending until completion of the 2016 Annual General
Meeting.
- The cancellation of the third and fourth
installments of the dividend approved at the company's annual
general meeting held on May 15, 2015.
- A reduction of the par value of each share of the
company to CHF 0.10 from currently CHF 15.
A portion of the aggregate par value reduction amount is proposed
to be used to reduce the company's balance sheet loss as recorded
on the company's standalone statutory balance sheet, and the
remainder is proposed to be allocated to the company's statutory
capital reserves.
In light of the deterioration of the offshore drilling market and
concerns regarding the timing of the market's recovery, the company
is evaluating its investments in affiliates as recorded on its
Swiss standalone statutory balance sheet for impairment on an
interim basis. Based on analysis carried out to date, the company
expects the carrying amount of these investments to be further
impaired. As a result, the company may recognize an aggregate loss
associated with these non-cash impairments, expected to be in
excess of CHF 2 billion, on its Swiss interim standalone statutory
balance sheet as of July 31, 2015. Such increase in the net loss on
the Swiss standalone statutory balance sheet would result in the
company's net assets covering less than 50% of its Swiss statutory
share capital and capital reserves. In accordance with Swiss law,
the Board will propose a par value reduction as a measure to
address such capital loss. If approved by shareholders, a portion
of the reduction will be allocated to reduce any net loss on the
company's Swiss standalone statutory balance sheet and the
remainder will be allocated to the company's Swiss statutory
capital reserves. Other than an accounting realignment between the
line items "shares" and "additional paid in capital" reflecting the
reduction in par value, it is not expected that the consolidated
financial statements of the company and its subsidiaries will be
affected. The company is continuing its impairment analysis and
will provide further guidance in due course.
- The cancellation of all shares of the company
that have been repurchased to date under the company's share
repurchase program approved in 2009, as required under Swiss
law.
Forward-Looking
Statements
The statements described in this press release that are not
historical facts are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements contain words
such as "possible," "intend," "will," "if," "expect," or other
similar expressions. Forward-looking statements are based on
management's current expectations and assumptions, and are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict. As a result, actual results could differ
materially from those indicated in these forward-looking
statements. Factors that could cause actual results to differ
materially include, but are not limited to, the final agenda and
Board recommendations for voting, the dividend and timing of the
EGM, any future losses or impairments, and other factors, including
those and other risks discussed in the company's most recent Annual
Report on Form 10-K for the year ended December 31, 2014 and in the
company's other filings with the SEC, which are available free of
charge on the SEC's website at www.sec.gov. Should one or more of
these risks or uncertainties materialize (or the other consequences
of such a development worsen), or should underlying assumptions
prove incorrect, actual results may vary materially from those
indicated or expressed or implied by such forward-looking
statements. All subsequent written and oral forward-looking
statements attributable to the company or to persons acting on our
behalf are expressly qualified in their entirety by reference to
these risks and uncertainties. You should not place undue reliance
on forward-looking statements. Each forward-looking statement
speaks only as of the date of the particular statement, and we
undertake no obligation to publicly update or revise any
forward-looking statements to reflect events or circumstances that
occur, or which we become aware of, after the date hereof, except
as otherwise may be required by law.
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities, and it does not
constitute an offering prospectus within the meaning of article
652a or article 1156 of the Swiss Code of Obligations or a listing
prospectus within the meaning of the listing rules of the SIX Swiss
Exchange. Investors must rely on their own evaluation of Transocean
Ltd. and its securities, including the merits and risks involved.
Nothing contained herein is, or shall be relied on as, a promise or
representation as to the future performance of Transocean
Ltd.
About Transocean
Transocean is a leading international
provider of offshore contract drilling services for oil and gas
wells. The company specializes in technically demanding sectors of
the global offshore drilling business with a particular focus on
deepwater and harsh environment drilling services, and believes
that it operates one of the most versatile offshore drilling fleets
in the world.
Transocean owns or has partial ownership interests in, and operates
a fleet of, 63 mobile offshore drilling units consisting of 27
ultra-deepwater floaters, six deepwater floaters, seven
harsh-environment semisubmersibles, 13 midwater semisubmersibles,
and 10 high-specification jackups. In addition, the company has
seven ultra-deepwater drillships and five high-specification
jackups under construction.
For more information about Transocean, please visit the website:
www.deepwater.com.
Analyst Contacts:
Bradley
Alexander
+1 713-232-7515
Diane Vento
+1 713-232-8015
Media Contact:
Pam
Easton
+1 713-232-7647
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Transocean Ltd via Globenewswire
HUG#1947517
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