Transocean Ltd. Shareholders Approve Proposals at Annual General\r Meeting
ZUG, SWITZERLAND, May 14, 2010 (MARKETWIRE via COMTEX) --Transocean Ltd. (NYSE: RIG) (SIX: RIGN) announced the results ofthe 2010 Annual General Meeting held today in Zug. Shareholdersapproved a number of matters, including the election of fivedirectors, the authorization of a distribution to shareholders in theform of a par value reduction and several other matters.
Shareholders today re-elected four Class II directors, Thomas W.Cason, Robert M. Sprague, J. Michael Talbert and John L. Whitmire,each for a three-year term. Steven L. Newman was elected as a ClassII director for a three-year term following the resignation of RobertL. Long from the Board of Directors in connection with hisretirement.
Shareholders also authorized the Board of Directors to make a cashdistribution to shareholders in the form of a par value reduction inthe aggregate amount of 3.44 Swiss francs (\"CHF\") equal toapproximately USD 3.11 per issued share to be calculated and paid infour quarterly installments. Based on the total number of issuedshares, including treasury shares, the distribution is approximatelyUSD 1.0 billion. The quarterly capital reduction payments of CHF 0.86per issued share will be made in USD converted at the exchange ratesprevailing approximately two days prior to payment, unless ashareholder timely elects to receive such payment in CHF. The Boardof Directors expects to set the respective payment dates of the fourinstallments in July 2010, October 2010, January 2011 and April 2011,or as soon after each of the four periods as is practicable. Theactual installment payments will be subject to the satisfaction ofapplicable Swiss law requirements.
In addition, shareholders approved the following:
-- Transocean Ltd. 2009 Annual Report, including the consolidated financial statements, and statutory financial statements,-- Discharge of members of the Board of Directors and the executive officers of Transocean Ltd. from liability for activities during fiscal year 2009, as is customary for Swiss corporations,-- Appropriation of available earnings for fiscal year 2009 to be carried forward in available earnings,-- Change of the place of incorporation of Transocean Ltd. from Zug, Canton of Zug, Switzerland, to Steinhausen, Canton of Zug, Switzerland,-- Amendments to the Articles of Association to reflect The Swiss Federal Act on Intermediated Securities, and-- Appointment of Ernst & Young LLP as Transocean Ltd.'s independent registered public accounting firm for fiscal year 2010 and reelection of Ernst & Young Ltd., Zurich as Transocean Ltd.'s auditor for a further one-year term.
The proposal to renew and extend the Board's authority to issue sharesout of the authorized share capital of Transocean Ltd for anadditional two-year period did not receive the required approval ofat least two-thirds of the shares represented at the meeting.
Statements regarding the distribution to shareholders, includingtiming, duration, source of funding, uses of cash, termination of theprogram, and debt reduction, as well as any other statements that arenot historical facts, are forward-looking statements that involvecertain risks, uncertainties and assumptions. These include but arenot limited to the factors stated in the preceding paragraphs, thecompany's decision to retain cash, reduce debt, make capitalinvestments or otherwise use cash for general corporate purposes,operating hazards and delays, actions by customers and other thirdparties, the future price of oil and gas, the actual revenues earnedand other factors detailed in the company's most recent Form 10-K,Form 10-Q and other filings with the Securities and ExchangeCommission (\"SEC\"), which are available free of charge on the SEC'swebsite at www.sec.gov. Should one or more of these risks oruncertainties materialize, or should underlying assumptions proveincorrect, actual results may vary materially from those indicated.There can be no assurance as to the amount of debt, if any, that willbe retired under the program. Additional information regarding thedistribution may be found in the company's most recent Form 10-Q,proxy statement and other filings made with the SEC.
Transocean is the world's largest offshore drilling contractor andthe leading provider of drilling management services worldwide. Witha fleet of 139 mobile offshore drilling units plus threeultra-deepwater units under construction, the company's fleet isconsidered one of the most modern and versatile in the world due toits emphasis on technically demanding segments of the offshoredrilling business. Its worldwide fleet is more than twice the size ofthe next-largest competitor. The company owns or operates a contractdrilling fleet of 45 High-Specification Floaters (Ultra-Deepwater,Deepwater and Harsh-Environment semisubmersibles and drillships), 26Midwater Floaters, 10 High-Specification Jackups, 55 Standard Jackupsand other assets utilized in the support of offshore drillingactivities worldwide.
For more information about Transocean, please visit our website atwww.deepwater.com.
SOURCE: Transocean Ltd.