Transocean Inc. and GlobalSantaFe Corporation Agree to Combine
Merger Highlights: -- Seasoned management and technical staffs of both companies led by Chief Executive Officer Robert L. Long and President and Chief Operating Officer Jon A. Marshall. -- Equal representation on 14-member board, chaired by Robert E. Rose. -- Geographic and asset diversity with 146-rig fleet, including five newbuild units. -- Growth opportunities through an expanded base of assets, services and clients. -- Value accretive to shareholders of both companies. -- $15 billion in cash to shareholders. -- Targets a range of cost-reduction opportunities between $100 million and $150 million a year by 2010.
HOUSTON--(BUSINESS WIRE)--July 23, 2007--Transocean Inc.(NYSE:RIG) and GlobalSantaFe Corporation (NYSE:GSF) today announcedthat their boards of directors have unanimously approved a definitiveagreement for a merger of equals. Based upon closing prices for eachcompany's ordinary shares as of July 20, 2007, the estimatedenterprise value of the combined company would be approximately $53billion. The combined company, to be known as Transocean Inc., willretain principal offices in Houston and trade on the New York StockExchange with the symbol RIG.
Under the terms of the agreement, Transocean shareholders willreceive $33.03 in cash and 0.6996 shares of the combined company foreach share of Transocean they own. GlobalSantaFe shareholders willreceive $22.46 in cash and 0.4757 shares of the combined company foreach share of GlobalSantaFe they own. The total number of sharesoutstanding of the combined company after the transaction will beapproximately 318 million shares.
The combined current revenue backlog of $33 billion, together withthe greater financial strength of the combined company, will enable a$15 billion recapitalization while retaining the financial flexibilityto invest for future growth. Financing by affiliates of Goldman, Sachs& Co. and Lehman Brothers Inc. will provide for shareholders of bothcompanies to receive an aggregate payment of $15 billion in cash. Thecombined company intends to dedicate its first two years of free cashflow to reducing debt.
The combination will create an organization with approximately20,000 personnel, providing a full range of offshore drilling servicesin the world's key regions. The combined company will have atechnologically advanced fleet with a substantial presence inultra-deepwater and deepwater drilling and additional growth fromnewbuild rigs.
Robert L. Long, who will continue to serve as Chief ExecutiveOfficer of Transocean after the merger, said, \"GlobalSantaFe'soutstanding rig fleet complements Transocean's, and the combinedcompany will have a global fleet of 146 rigs. This transaction willenhance our high-end floater fleet, including five newbuildultra-deepwater units, while growing our position in the worldwidejackup market, especially in the Middle East, West Africa and theNorth Sea. In addition, we will be positioned to better offer the fullscope of drilling services to customers in all geographical areas aswe focus on incident-free, efficient operations and further developingour talented workforce. GlobalSantaFe has an outstanding managementteam, as well as operational and support staff, which when combinedwith Transocean's will produce a top-notch team.\"
Current GlobalSantaFe President and CEO Jon A. Marshall, who willserve as Transocean's President and Chief Operating Officer followingthe merger, said: \"This is an exciting opportunity for ourshareholders, our customers and our people. The $15 billion cashpayment allows us to achieve a more appropriate capital structure anddeliver immediate value to our combined shareholders. The combinedcompany will have a broader customer base, particularly with theincreasingly important national oil companies, greater exposure to thegrowing deepwater business and increased, low-risk organic growthprospects from the combined deepwater newbuild program. The enhancedoperational capability of a more geographically diverse rig fleet willproduce significant benefits for our customers and provide substantialgrowth opportunities for our people. This is an ideal fit for thestakeholders in both companies.\"
Following the merger, Robert E. Rose, currently GlobalSantaFe'sChairman, will serve as Transocean's Chairman of the Board ofDirectors, Robert L. Long will continue as Transocean's ChiefExecutive Officer and Jon A. Marshall will assume the position ofPresident and Chief Operating Officer. Other senior managementpositions will be named later.
Merger Agreement Summary
Under the terms of the merger agreement, each ordinary share ofTransocean held by an existing Transocean shareholder will beconverted into total consideration equal to $33.03 in cash and 0.6996ordinary shares of the combined company. GlobalSantaFe shareholderswill receive total consideration of $22.46 in cash and 0.4757 ordinaryshares of the combined company for each ordinary share ofGlobalSantaFe held.
The aggregate total cash paid to both companies' shareholders willbe $15 billion, which will be funded through a bridge loan due oneyear after closing. Transocean has received a commitment letter fromGoldman, Sachs & Co. and Lehman Brothers Inc. providing for thisfinancing. Transocean expects to refinance the bridge loan with a mixof bank loans and debt securities.
The transaction is expected to close by the end of 2007, subjectto the approval of the shareholders of both companies, regulatoryclearances, receipt of funds under the committed financing and otherclosing conditions. It is anticipated that the shareholders of bothTransocean and GlobalSantaFe will be subject to tax only with respectto the cash received by them. The cash received by Transoceanshareholders will be accounted for as a special dividend incombination with a reverse stock split.
Goldman, Sachs & Co. is acting as financial advisor to Transocean,and Lehman Brothers Inc. is acting as financial advisor toGlobalSantaFe. Simmons & Company International provided a fairnessopinion to the board of GlobalSantaFe. Baker Botts L.L.P. is acting aslegal counsel to Transocean, and Skadden, Arps, Slate, Meagher & FlomLLP is acting as legal counsel to GlobalSantaFe.
The senior management of Transocean and GlobalSantaFe will host aconference call on Monday, July 23, 2007 at 10:00 a.m. Eastern Time.All individuals interested in participating in the conference callshould dial 913-312-1293 and refer to confirmation code 4524983approximately 15 minutes prior to the scheduled start of theconference.
GlobalSantaFe is one of the largest offshore oil and gas drillingcontractors and the leading provider of drilling management servicesworldwide. The company owns or operates a contract drilling fleet of37 premium jackup rigs; six heavy-duty, harsh environment jackups; 11semisubmersibles and three dynamically positioned, ultra-deepwaterdrillships, as well as two semisubmersibles owned by third parties andoperated under a joint venture agreement. In addition, anultra-deepwater semisubmersible is under construction and scheduledfor delivery in early 2009. For more information about GlobalSantaFe,go to http://www.globalsantafe.com.
Transocean Inc. is the world's largest offshore drillingcontractor with a fleet of 82 mobile offshore drilling units. Thecompany's mobile offshore drilling fleet, consisting of a large numberof high-specification deepwater and harsh environment drilling units,is considered one of the most modern and versatile in the world due toits emphasis on technically demanding segments of the offshoredrilling business. The company's fleet consists of 33High-Specification Floaters (semisubmersibles and drillships), 20Other Floaters, 25 Jackups and other assets utilized in the support ofoffshore drilling activities worldwide. The company also has contractsfor the construction of four newbuild enhanced Enterprise-classdrillships. With a current equity market capitalization in excess of$31 billion, Transocean's ordinary shares are traded on the New YorkStock Exchange under the symbol \"RIG.\" For more information aboutTransocean, please visit www.deepwater.com.
Statements included in this news release regarding theconsummation of the proposed transactions, benefits, opportunities,timing and effects of the transactions, financial performance orattributes of the combined companies and other statements that are nothistorical facts, are forward looking statements. These statementsinvolve risks and uncertainties including, but not limited to, actionsby regulatory authorities or other third parties, costs anddifficulties related to other integration of acquired businesses,delays, costs and difficulties related to the transactions, marketconditions, and the combined companies' financial results andperformance, consummation of financing, satisfaction of closingconditions, ability to repay debt and timing thereof, availability andterms of any financing and other factors detailed in risk factors andelsewhere in both companies' Annual Reports on Form 10-K and theirrespective other filings with the Securities and Exchange Commission(the \"SEC\"). Should one or more of these risks or uncertaintiesmaterialize (or the other consequences of such a development worsen),or should underlying assumptions prove incorrect, actual outcomes mayvary materially from those forecasted or expected. Both companiesdisclaim any intention or obligation to update publicly or revise suchstatements, whether as a result of new information, future events orotherwise.
Important Additional Information Regarding the Transactions willbe Filed with the SEC
In connection with the proposed transactions, Transocean andGlobalSantaFe will file a joint proxy statement/prospectus with theSEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXYSTATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAINIMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND THE PARTIES TO THETRANSACTIONS. Investors and security holders may obtain a free copy ofthe proxy statement/prospectus (when available) and other relevantdocuments filed with the SEC from the SEC's website athttp://www.sec.gov. Security holders and other interested parties willalso be able to obtain, without charge, a copy of the proxystatement/prospectus and other relevant documents (when available) bydirecting a request by mail or telephone to either Investor Relations,Transocean, 4 Greenway Plaza, Houston, Texas 77046, telephone713-232-7694, or Investor Relations, GlobalSantaFe, 15375 MemorialDrive, Houston, Texas 77079, 281-925-6444.
Transocean and GlobalSantaFe and their respective directors,executive officers and certain other members of management may bedeemed to be participants in the solicitation of proxies from theirrespective shareholders with respect to the transactions. Informationabout these persons are set forth in Transocean's and GlobalSantaFe'srespective proxy statements relating to their 2007 Annual Meeting ofShareholders, as filed with the SEC on March 20, 2007 and April 30,2007, respectively. Shareholders and investors may obtain additionalinformation regarding the interests of such persons, which may bedifferent than those of the respective companies' shareholdersgenerally, by reading the proxy statement/prospectus and otherrelevant documents regarding the transactions, which will be filedwith the SEC.
Gregory S. Panagos, 713-232-7551 (Analysts)
Guy A. Cantwell, 713-232-7647 (Media)
Richard Hoffman, 281-925-6441 (Analysts)
Jeff Awalt, 281-925-6448 (Media)
SOURCE: Transocean Inc.