Transocean收购Valaris获巴西CADE无条件放行，最后监管障碍扫除，但换股价差仅约0.3%、消息日两股收跌，已基本定价

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DEFA14A
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tm269762d12_defa14a.htm
DEFA14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event
reported): October 14, 2026 (October 14, 2026)
TRANSOCEAN LTD.
(Exact name of registrant as specified in its charter)
Switzerland
001-38373
98-0599916
(State or other jurisdiction of
(Commission
(I.R.S. Employer
incorporation or organization)
File Number)
Identification No.)
Turmstrasse 30
Steinhausen, Switzerland
CH-6312
(Address of principal executive offices)
(zip code)
Registrant’s telephone number, including
area code:
+41 (41) 749-0500
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
x
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Ticker
Symbol(s)
Name of each exchange
on which registered
Shares, $0.10 par value
RIG
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
¨
Item 8.01 Other Events.
As previously announced,
on February 9, 2026,
Transocean Ltd., a Swiss corporation (“
Transocean
”), and
Valaris
Limited
, an exempted company limited by shares incorporated under the laws of Bermuda (“
Valaris
”),
entered into a Business Combination Agreement (the “
Agreement
”). The Agreement provides that, among other things
and upon the terms and subject to the conditions thereof, Transocean will acquire all of the issued and outstanding common shares of Valaris
(the “
Valaris Shares
”) in exchange for 15.235 shares of Transocean per Valaris Share (the “
Business Combination
”).
On October 13, 2026,
the Brazilian competition authorities (“
CADE
”) issued a decision determining that the Business Combination may be put
into effect without restrictions. Transocean and Valaris expect this decision to be published in Brazil’s Official Journal on October 15,
2026 or October 16, 2026, which will trigger the start of a fifteen-day waiting period before the decision becomes final.
Once CADE’s decision
becomes final, all regulatory approval conditions to the closing of the Business Combination will be satisfied. Transocean and Valaris
currently anticipate that the closing of the Business Combination will occur in the fourth quarter of 2026, subject to the satisfaction
or waiver of the remaining conditions to closing set forth in the Agreement.
Cautionary Statement Regarding Forward-Looking
Statements
This communication includes certain “forward-looking
statements” within the meaning of the federal securities laws, including, but not limited to, those statements related to the proposed
transaction, including financial estimates and statements as to the expected timing, completion and effects of the proposed transaction.
These forward-looking statements are generally identified by the words “aim,” “anticipate,” “assume,”
“believe,” “contemplate,” “continue,” “project,” “might,” “could,”
“expect,” “estimate,” “intend,” “strategy,” “plan,” “predict,”
“potential,” “may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions, although not all forward-looking statements contain these
identifying words.
Any statements about Transocean’s, Valaris’
or the combined company’s plans, objectives, expectations, strategies, beliefs or future performance or events constitute forward-looking
statements. These forward-looking statements, including statements regarding the proposed transaction, are based on Transocean’s
and Valaris’ current expectations, estimates, projections and assumptions. Because forward-looking statements relate to the future,
they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those expressed or implied
by such forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance,
such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. There is no assurance that
these future events will occur as anticipated or that our results, estimates or assumptions will be correct, and we caution investors
and all others not to place undue reliance on such forward-looking statements. Actual results could differ materially from those currently
anticipated due to a number of risks and uncertainties, many of which are beyond Transocean’s and Valaris’ control.
Important factors, risks and uncertainties that
could cause actual results to differ materially from such plans, estimates or expectations include but are not limited to: (i) the
completion of the proposed transaction on the anticipated terms and timing, or at all, including obtaining regulatory and shareholder
approvals, and the satisfaction of other conditions to the completion of the proposed transaction as well as the failure to realize anticipated
benefits of the proposed transaction; (ii) potential litigation relating to the proposed transaction, including the effects of any
outcomes related thereto; (iii) the risk that disruptions from the proposed transaction (including the ability of certain counterparties
of Valaris to terminate or amend contracts upon a change of control) will harm Transocean’s or Valaris’ business, including
current plans and operations, including during the pendency of the proposed transaction; (iv) the ability of Transocean or Valaris
to retain and hire key personnel, to retain customers or maintain relationships with their respective suppliers, customers and partners;
(v) the diversion of management’s time and attention from ordinary course business operations to completion of the proposed
transaction; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion
of the proposed transaction; (vii) legislative, regulatory and economic developments; (viii) potential business uncertainty,
including changes to existing business relationships, during the pendency of the proposed transaction that could affect Transocean’s
or Valaris’ financial performance as well as unforeseen liabilities, future capital expenditures, revenues, expenses, earnings,
synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion
and growth of Transocean’s or Valaris’ businesses; (ix) the inability of Transocean and Valaris to achieve expected synergies
from the transaction or that it may take longer or be more costly than expected to achieve those synergies; (x) an inability to de-leverage
on the expected timeline, or at all; (xi) the imposition of any terms and conditions on any required governmental and regulatory
approvals that could reduce the anticipated benefits to Transocean and Valaris of the acquisition; (xii) the inability to successfully
integrate Valaris’ operations with those of Transocean without unexpected cost or delay; (xiii) certain restrictions during
the pendency of the proposed transaction that may impact Transocean’s or Valaris’ ability to pursue certain business opportunities
or strategic transactions; (xiv) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism,
outbreaks of war or hostilities or public health issues, as well as management’s response to any of the aforementioned factors;
(xv) the impact of inflation, tariffs, rising interest rates, and global conflicts, including disruptions in European economies as
a result of the Ukrainian/Russian conflict and the ongoing conflicts in the Middle East, the relationship between China and Taiwan and
ongoing trade disputes between the United States and China; (xvi) the possibility that the proposed transaction may be more expensive
to complete than anticipated, including as a result of unexpected factors or events; (xvii) the occurrence of any event, change or
other circumstance that could give rise to the termination of the proposed transaction, including in circumstances requiring Transocean
or Valaris to pay a termination fee; (xviii) the risk that Transocean’s or Valaris’ share price may decline significantly
if the proposed transaction is not consummated; (xix) there may be liabilities that are not known, probable or estimable at this
time or unexpected costs, charges or expenses; (xx) commodity price fluctuations and volatility, customer demand, loss of a significant
customer or customer contracts, downtime and other risks associated with offshore rig operations and changes in worldwide rig supply;
(xxi) adverse weather or major natural disasters, including hurricanes; (xxii) the global and regional supply and demand for
oil and gas; (xxiii) fluctuation of current and future prices of oil and gas; (xxiv) intention to scrap certain drilling rigs;
(xxv) demand, competition and technology, supply chain and logistics challenges, consumer preferences for alternative fuels and forecasts
or expectations regarding the global energy transition, changes in customer strategy and future levels of offshore drilling activity;
(xxvi) estimated duration of customer contracts and contract dayrate amounts, future contract commencement dates and locations, planned
shipyard projects and other out-of-service time, sales of drilling units, the cost and timing of mobilizations and reactivations, operating
hazards and delays, weather-related risks, risks associated with international operations, actions by customers and other third parties;
(xxvii) increasing regulatory complexity, general economic, market, business and industry conditions, trends and outlook, general
political conditions, including political tensions, conflicts and war, cybersecurity attacks and threats, uncertainty around the use and
impacts of artificial intelligence applications, the effects of contagious illnesses including the spread of and mitigation efforts by
governments, businesses and individuals and other factors, including those risks and uncertainties found in Transocean’s and Valaris’
respective filings with the SEC, including the risk factors discussed in Transocean’s and Valaris’ most recent Annual Reports
on Form 10-K, as updated by their Quarterly Reports on Form 10-Q and future filings with the SEC from time to time, which are
available via the SEC’s website at www.sec.gov; and (xxviii) those risks that will be described in future filings with the
SEC and available from the sources indicated below.
There can be no assurance that the proposed transaction
will be completed, or if it is completed, that it will close within the anticipated time period. While the list of factors presented here
is, and the list of factors presented in the joint proxy statement will be, considered representative, no such list should be considered
to be a complete statement of all potential risks and uncertainties and should be read in conjunction with the other forward-looking statements.
Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. The forward-looking statements
relate only to events as of the date on which the statements are made and we undertake no obligation to update, and expressly disclaim
any obligation to update, any forward-looking statements, or any other information in this communication, whether resulting from developments,
circumstances or events that arise after the date the statements are made, new information, or otherwise. If one or more of these or other
risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what
we may have expressed or implied by these forward-looking statements. All forward-looking statements in this communication are qualified
in their entirety by this cautionary statement. You should specifically consider the factors identified in this communication that could
cause actual results to differ. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict
those events or how they may affect us.
Important Additional Information and Where
to Find It
The transaction relates to the proposed business
combination of Transocean and Valaris pursuant to the terms of the Business Combination Agreement, dated as of February 9, 2026,
and is being made by way of a scheme of arrangement pursuant to section 99 of the Companies Act 1981, as amended, under the laws of Bermuda.
In connection therewith, Transocean and Valaris filed a joint definitive proxy statement on Schedule 14A with the SEC on October 14,
2026. The joint definitive proxy statement was mailed or otherwise disseminated to shareholders of each of Transocean and Valaris seeking
their approval of the parties’ respective transaction-related proposals. None of the securities to be issued pursuant to the scheme
of arrangement are anticipated to be registered under the U.S. Securities Act or any state securities laws, and any securities issued
in the transaction are anticipated to be issued in reliance upon an exemption from such registration requirements pursuant to Section 3(a)(10) of
the U.S. Securities Act and applicable exemptions under state securities laws.
INVESTORS AND SHAREHOLDERS OF TRANSOCEAN AND VALARIS
ARE URGED TO READ THE JOINT PROXY STATEMENT, THE BUSINESS COMBINATION AGREEMENT, THE SCHEME DOCUMENT AND ANY OTHER RELEVANT DOCUMENTS
THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION,
THE PARTIES TO THE PROPOSED TRANSACTION AND RELATED MATTERS.
This communication does not constitute an offer
to buy, or the solicitation of an offer to sell, any securities, nor shall there be any sale of securities in any jurisdiction in which
such offer or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This
communication is not a substitute for the joint proxy statement or any other document that Transocean or Valaris may file with the SEC
and send to their respective shareholders in connection with the proposed transaction. Investors and shareholders will be able to obtain
free copies of the joint proxy statement and other documents filed with the SEC by Transocean or Valaris through the website maintained
by the SEC at
http://www.sec.gov
. Copies of the documents filed with the SEC by Transocean will be available free of charge
on Transocean’s website at
www.deepwater.com
under the tab “Investors” and under the heading “SEC
Filings.” Copies of the documents filed with the SEC by Valaris will be available free of charge on Valaris’ website at
www.valaris.com
under the tab “Investors” and under the heading “Financials” and subheading “SEC Filings.”
This communication is not intended to constitute,
and does not constitute, an offer or solicitation in or into Switzerland to purchase or invest in any securities, and no application has
been made or will be made to admit any securities referred to herein to trading on any trading venue (i.e., exchange or multilateral trading
facility) in Switzerland. Neither this communication nor any other offering or marketing material relating to the transaction described
herein or any securities referred to herein constitutes a prospectus within the meaning of the Swiss Financial Services Act of June 15,
2018, as amended (the “FinSA”), or advertising within the meaning of the FinSA.
Neither this communication nor any other offering
or marketing material relating to the transaction described herein or any securities referred to herein has been filed with or approved
by any Swiss regulatory authority. In particular, no material relating to the transaction described herein or any securities referred
to herein has been reviewed or approved by a Swiss reviewing body (Prüfstelle) pursuant to article 51 of the FinSA.
This communication is not subject to, and has
not received approval from, either the Bermuda Monetary Authority or the Registrar of Companies of Bermuda and no statement to the contrary,
explicit or implicit, is authorized to be made in this regard. Securities may be offered or sold in Bermuda only in compliance with the
provisions of the Investment Business Act 2003 of Bermuda.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
TRANSOCEAN LTD.
Date: October 14, 2026
By:
/s/ Debra Kupferman
Debra Kupferman
Authorized Person