Transocean Ltd. (RIG) filed a Form 8K - Entry Into a Definitive
Agreement - with the U.S Securities and Exchange Commission on
November 21, 2016.
On November 21, 2016, Transocean Ltd., a Swiss corporation
("Transocean"), Transocean Partners LLC, a Marshall Islands limited
liability company ("Transocean Partners"), Transocean Partners
Holdings Limited, a Cayman Islands exempted company and an
indirect, wholly owned subsidiary of Transocean ("Transocean
Holdings") and TPHL Holdings LLC, a Marshall Islands limited
liability company and a direct, wholly owned subsidiary of
Transocean Holdings ("Merger Sub") entered into an Amendment (the
"Amendment") to the Agreement and Plan of Merger, dated as of July
31, 2016 (the "Merger Agreement"), among Transocean, Transocean
Partners, Transocean Holdings and Merger Sub, pursuant to which
Merger Sub will merge with and into Transocean Partners (the
"Merger"), with Transocean Partners surviving the Merger as an
indirect, wholly owned subsidiary of Transocean. The Amendment
increased the exchange ratio from 1.1427 Transocean shares for each
Transocean Partners common unit not owned by Transocean or its
subsidiaries to 1.2000 Transocean shares.
A copy of the Amendment is filed as Exhibit 2.1 hereto and is
incorporated herein by reference.
A copy of the press release announcing the Amendment is attached
as Exhibit 99.1 hereto and is incorporated herein by reference.
Forward-Looking Statements
This communication includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. The statements regarding the proposed transaction,
including its effects, benefits and costs savings, opinions,
forecasts, projections, expected timetable for completion, expected
distribution and any other statements regarding Transocean's and
Transocean Partners' future expectations, beliefs, plans,
objectives, financial conditions, assumptions or future events or
performance that are not statements of historical fact, are
forward-looking statements within the meaning of the federal
securities laws. We can give no assurance that such expectations
will prove to have been correct. These statements are subject to
risks, uncertainties and assumptions including, among other things,
satisfaction of the closing conditions to the merger, the risk that
the contemplated merger does not occur, negative effects from the
pendency of the merger, the ability to realize expected cost
savings and benefits, failure to obtain the required vote of the
Transocean Partners' common unitholders, the timing to consummate
the proposed transaction, the adequacy of and access to sources of
liquidity, Transocean's and Transocean Partners' inability to
obtain drilling contracts for rigs that do not have contracts,
Transocean's and Transocean Partners' inability to renew drilling
contracts at comparable dayrates, operational performance, the
impact of regulatory changes, the cancellation of drilling
contracts currently included in each company's reported contract
backlog, and other risk factors that are discussed in Transocean
Partners' and Transocean's most recent Annual Report on Form 10-Ks,
as well as its other filings with the SEC available at the SEC's
Internet site (www.sec.gov). Actual results may differ materially
from those expected, estimated or projected. Forward-looking
statements speak only as of the date they are made, and we
undertake no obligation to publicly update or revise any of them in
light of new information, future events or otherwise.
Additional Information
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. INVESTORS ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS, THE REGISTRATION STATEMENT, AND
OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC REGARDING THE
TRANSACTION CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. These documents
contain important information about the proposed transaction that
should be read carefully before any decision is made with respect
to the proposed transaction. Investors may obtain free copies of
these documents and other documents filed with the SEC by
Transocean Partners and Transocean through the website maintained
by the SEC at www.sec.gov. Copies of the documents filed with the
SEC by Transocean are available free of charge on Transocean's
internet website at: www.deepwater.com. Copies of the documents
filed with the SEC by Transocean Partners are available free of
charge on the Transocean Partners' internet website at:
www.transoceanpartners.com. You may also read and copy any reports,
statements and other information filed by Transocean and Transocean
Partners with the SEC at the SEC public reference room at 100 F
Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC
at (800) 732-0330 or visit the SEC's website for further
information on its public reference room.
Participants in Solicitation
Transocean, Transocean Partners, their respective directors and
certain of their respective executive officers may be considered,
under SEC rules, participants in the solicitation of proxies in
connection with the proposed transaction. Information about the
directors and executive officers of Transocean is set forth in its
Annual Report on Form 10-K for the year ended December 31, 2015,
which was filed with the SEC on February 25, 2016, its proxy
statement for its 2016 annual general meeting of shareholders,
which was filed with the SEC on March 18, 2016. Information about
the directors and executive officers of Transocean Partners is set
forth in its Annual Report on Form 10-K for the year ended December
31, 2015, which was filed with the SEC on February 25, 2016, and
its proxy statement for its 2016 annual meeting of unitholders,
which was filed with the SEC on March 17, 2016, and in the joint
proxy statement/prospectus, which was filed with the SEC on October
6, 2016. These documents can be obtained free of charge from the
sources indicated above. Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests in the transaction, by security
holdings or otherwise, is contained in the proxy
statement/prospectus and other relevant materials that may be filed
with the SEC.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/1451505/000145150516000257/rig-20161121x8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1451505/000145150516000257/0001451505-16-000257-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
(END) Dow Jones Newswires
November 21, 2016 17:11 ET (22:11 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
Transocean (NYSE:RIG)
Historical Stock Chart
From Mar 2024 to Apr 2024
Transocean (NYSE:RIG)
Historical Stock Chart
From Apr 2023 to Apr 2024