Transocean Ltd. Shareholders Approve Proposals at Annual General Meeting
ZUG, SWITZERLAND, May 14, 2010 (MARKETWIRE via COMTEX) --Transocean Ltd. (NYSE: RIG) (SIX: RIGN) announced the results of the 2010 Annual General Meeting held today in Zug. Shareholders approved a number of matters, including the election of five directors, the authorization of a distribution to shareholders in the form 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 Class II director for a three-year term following the resignation of Robert L. Long from the Board of Directors in connection with his retirement.
Shareholders also authorized the Board of Directors to make a cash distribution to shareholders in the form of a par value reduction in the aggregate amount of 3.44 Swiss francs ("CHF") equal to approximately USD 3.11 per issued share to be calculated and paid in four quarterly installments. Based on the total number of issued shares, including treasury shares, the distribution is approximately USD 1.0 billion. The quarterly capital reduction payments of CHF 0.86 per issued share will be made in USD converted at the exchange rates prevailing approximately two days prior to payment, unless a shareholder timely elects to receive such payment in CHF. The Board of Directors expects to set the respective payment dates of the four installments in July 2010, October 2010, January 2011 and April 2011, or as soon after each of the four periods as is practicable. The actual installment payments will be subject to the satisfaction of applicable 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 shares out of the authorized share capital of Transocean Ltd for an additional two-year period did not receive the required approval of at least two-thirds of the shares represented at the meeting.
Statements regarding the distribution to shareholders, including timing, duration, source of funding, uses of cash, termination of the program, and debt reduction, 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 preceding paragraphs, the company's decision to retain cash, reduce debt, make capital investments or otherwise use cash for general corporate purposes, operating hazards and delays, actions by customers and other third parties, the future price of oil and gas, the actual revenues earned and other factors detailed in the company's most recent Form 10-K, Form 10-Q 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. There can be no assurance as to the amount of debt, if any, that will be retired under the program. Additional information regarding the distribution 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 and the leading provider of drilling management services worldwide. With a fleet of 139 mobile offshore drilling units plus three ultra-deepwater units under construction, the company'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. Its worldwide fleet is more than twice the size of the next-largest competitor. The company owns or operates a contract drilling fleet of 45 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.
For more information about Transocean, please visit our website at www.deepwater.com.
SOURCE: Transocean Ltd.