Finance Monthly. Beyond the Deal Beyond the Deal 44 45 Finance Monthly. TRANSOCEAN AGREES ALL-STOCK ACQUISITION OF VALARIS Deal Overview Transocean has entered into a definitive agreement to acquire Valaris in an all-stock transaction valued at approximately $5.8 billion, creating the world’s highestquality, highest-specification offshore drilling fleet. Under the agreed exchange ratio, Valaris shareholders will receive 15.235 shares of Transocean stock for each Valaris share. On a fully diluted basis, Transocean shareholders will own approximately 53% of the combined company, with Valaris shareholders owning the remaining 47%. The pro forma market capitalisation of the combined group is estimated at $12.3 billion. The transaction was unanimously approved by the boards of both companies and is expected to close in the second half of 2026, subject to regulatory approvals and shareholder consent. Strategic Rationale The combination brings together two highly complementary offshore drilling portfolios, creating a diversified fleet of 73 rigs, including 33 ultra-deepwater drillships, nine semisubmersibles and 31 modern jackups. The enlarged platform significantly expands customer access across the world’s most attractive offshore basins. Management has identified more than $200 million of transaction-related cost synergies, additive to Transocean’s ongoing cost-reduction programme, which is expected to deliver more than $250 million of savings through 2026. The combined business is expected to generate stronger cash flow, accelerate deleveraging and enhance financial flexibility, with an anticipated leverage ratio of approximately 1.5x within 24 months of closing. Leadership and Governance The combined company will be led by Transocean President and CEO Keelan Adamson, with Jeremy Thigpen serving as Executive Chairman. The board will comprise nine existing Transocean directors and two Valaris directors. Transocean will remain incorporated in Switzerland, with its primary administrative office in Houston. The transaction has received shareholder support agreements from key investors representing approximately 9% of Transocean’s shares and 18% of Valaris’ shares, committing to vote in favour of the combination. Transaction Structure The transaction is being implemented via a court-approved scheme of arrangement under Bermuda law, providing ADVISORS TO THE TRANSACTION Sector: Energy / Offshore Drilling Transaction Type: All-Stock Merger (Public-to-public) Deal Value: ~$5.8 Billion Equity Value Pro Forma Enterprise Value: ~$17 Billion Deal Status: Definitive Agreement Signed Expected Completion: H2 2026 a clear legal framework for execution while maintaining certainty for shareholders of both companies. The all-stock structure preserves balance sheet flexibility and positions the combined business to benefit from improved trading liquidity, an expanded investor base and potential inclusion in additional equity indices. Transaction Context The deal marks one of the most significant consolidations in offshore drilling in recent years, positioning the combined Transocean-Valaris platform to capitalise on an emerging multi-year offshore drilling upcycle. With an industry-leading backlog of approximately $10 billion and a fleet capable of operating at any water depth and in any offshore environment, the transaction reshapes the competitive landscape of the global offshore drilling market. For investors, the combination offers scale, operational efficiency and improved financial resilience at a time of renewed demand for high-specification offshore assets. Financial Adviser (Transocean): Lead Financial Adviser Legal Advisers (Transocean): Financial Communications (Transocean): Financial Adviser (Valaris): Legal Advisers (Valaris): Strategic Communications (Valaris):
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