Transocean Ltd. Board Authorizes CHF 3.5 Billion Share Repurchase and Seeks Shareholder Approval for US$1.0 Billion Dividend
-- The Board of Directors has authorized company management to implement the shareholder-approved 3.5 billion Swiss franc (CHF) share repurchase program (approximately US$3.2 billion at the exchange rate prevailing at close of trading on February 12, 2010 of US$1.00 to CHF 1.08). -- The Board of Directors has also decided to recommend to the shareholders a dividend in the form of a capital reduction denominated in Swiss francs equivalent to approximately US$1.0 billion. -- The company intends to list its shares on the SIX Swiss Exchange ("SIX") and will continue to list its shares on the New York Stock Exchange.
The Board of Directors has delegated to company management full authority to begin implementation of the company's share repurchase program, with an aggregate purchase price of up to CHF 3.5 billion (approximately US$3.2 billion). The share repurchase program was approved by shareholders at Transocean's May 2009 annual general meeting. The company plans to fund any share repurchases from its current and future cash balances and will not use debt to fund any repurchases. Repurchases may be suspended or discontinued at any time.
The Board of Directors has also decided to recommend that the company's shareholders at their May 2010 annual general meeting approve and authorize the Board of Directors to pay a dividend denominated in Swiss francs for an amount equivalent to approximately US$1.0 billion, or about US$3.11 per share (based on currently outstanding shares), converted to Swiss francs at the exchange rate prevailing two business days prior to the annual general meeting. The dividend would take the form of a reduction of the par value of the company's shares, and if approved, will be paid in four equal installments with expected payment dates in July 2010, October 2010, January 2011 and April 2011. Distributions to shareholders in the form of a reduction in par value of the company's shares, which is currently CHF 15 per share, are not subject to 35 percent Swiss withholding tax. Shareholders will be paid in U.S. dollars converted using the exchange rate prevailing two business days prior to payment, unless shareholders elect to receive the dividend payment in Swiss francs.
In addition, the company announced its intention to list its shares on the SIX in the second quarter of 2010. Listing on the SIX is subject to approval by the SIX. Transocean's shares will continue to be listed on the New York Stock Exchange
Statements regarding the share repurchase program, including timing, duration and source of funding, the form of dividends and timing of dividend payment dates, and timing of the listing on the SIX, as well as any other statements that are not historical facts, are forward-looking statements that involve certain risks, uncertainties and assumptions. These include but are not limited to the factors stated in the next to last sentence of this paragraph, approval of the SIX and other regulatory approvals, shareholder approval, operating hazards and delays, actions by customers and other third parties, the future price of oil and gas, actual revenues earned and other factors detailed in the company's most recent Form 10-K and other filings with the Securities and Exchange Commission (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 should underlying assumptions prove incorrect, actual results may vary materially from those indicated. The company's decision as to when and how many shares to repurchase under the share repurchase program will be based upon the company's ongoing capital requirements, the price of the company's shares, regulatory considerations, cash flow generation, the relationship between the company's contractual backlog and debt, general market conditions and other factors. There can be no assurance as to the number of shares, if any, that will be repurchased under the program.
Transocean is the world's largest offshore drilling contractor and the leading provider of drilling management services worldwide. With a fleet of 138 mobile offshore drilling units plus five announced ultra-deepwater newbuild units, Transocean's fleet is considered one of the most modern and versatile in the world due to its emphasis on technically demanding segments of the offshore drilling business. Transocean owns or operates a contract drilling fleet of 44 High-Specification Floaters (Ultra-Deepwater, Deepwater and Harsh-Environment semisubmersibles and drillships), 26 Midwater Floaters, 10 High-Specification Jackups, 55 Standard Jackups and other assets utilized in the support of offshore drilling activities worldwide.
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SOURCE: Transocean Ltd.
CONTACT: Transocean Ltd. Investor Contact: Gregory S. Panagos +1 713-232-7551 Media Contact: Guy A. Cantwell +1 713-232-7647