Transocean Ltd. Board Seeks Shareholder Approval for U.S. $1 Billion\r Dividend, Two New Directors
ZUG, SWITZERLAND, Feb 11, 2011 (MARKETWIRE via COMTEX) --
Transocean Ltd. (NYSE: RIG) (SIX: RIGN) today announced that theBoard of Directors is recommending that the company's shareholdersapprove at the 2011 Annual General Meeting a U.S. dollar-denominateddividend of approximately U.S. $1 billion out of additional paid-incapital and payable in four quarterly installments. The Board ofDirectors expects that the four payment dates of the proposeddividend out of additional paid-in capital will be set in June 2011,September 2011, December 2011 and March 2012.
The proposed dividend will be contingent on shareholders approving atthe same meeting a rescission of the U.S. $1 billion cashdistribution in the form of a par value reduction, which shareholdersapproved at the 2010 Annual General Meeting, but which wassubsequently blocked by the Commercial Register of the Canton of Zugand the Administrative Court of the Canton of Zug. The proposeddividend amount further assumes that no payment will be made underthe 2010 distribution.
Due to, among other things, the uncertainty of the timing and outcomeof the pending appeal with the Swiss Federal Supreme Court, the Boardof Directors believes it is in the best interest of the company todiscontinue with the disputed 2010 distribution and to file a requestto stay the pending appeal with the Swiss Federal Supreme Courtagainst the decision of the Administrative Court until shareholdershave voted on the proposed rescission of the 2010 distribution. Undernew Swiss tax laws effective January 1, 2011, shareholders will notincur Swiss withholding tax on the proposed dividend out ofadditional paid-in capital. Unlike a distribution by way of a parvalue reduction, a dividend out of additional paid-in capital willnot require registration with the commercial register.
In addition, the Board of Directors is also recommending that thecompany's shareholders at the 2011 Annual General Meeting approve,among other items:
-- The re-election of Ian C. Strachan and Martin B. McNamara as Class III Directors for three-year terms.-- The election of Jagjeet S. Bindra as a Class III Director for a three-year term. Mr. Bindra is the retired President of Chevron Global Manufacturing and has previously served in a variety of positions at Chevron group.-- The election of Tan Ek Kia as a Class I Director for a one-year term. Mr. Tan is the retired Vice President, Ventures and Developments, Asia Pacific and Middle East Region of Shell Chemicals, and has previously served in a variety of positions at Shell group.
The company also announced that Robert E. Rose, the Chairman of theBoard of Directors, and Victor E. Grijalva will not stand forre-election at the 2011 Annual General Meeting due to reaching theage limitation for directors as set out in the company's CorporateGovernance Guidelines. The Board will elect a new chairman followingthe annual general meeting.
In addition, the company announced that Richard L. George notifiedthe company of his resignation as a director of the company withimmediate effect because of the demands of his duties as Presidentand Chief Executive Officer of Suncor Energy Inc.
The 2011 Annual General Meeting, which will open to shareholders ofrecord as of April 26, 2011, will be held at 4 p.m., CET, on May 13,2011, in Cham, Switzerland. Additional details on the meeting will beprovided to shareholders in the company's proxy statement.
Statements in this news release regarding the proposed dividend andtiming of dividend payment dates, as well as any other statementsthat are not historical facts, are forward-looking statements thatinvolve certain risks, uncertainties and assumptions. These includebut are not limited to shareholder approval, the number of sharesoutstanding at the time of the payment of the dividend, exchangerates, operating hazards and delays, actions by customers and otherthird parties, actions by regulatory authorities, the future price ofoil and gas, actual revenues earned and other factors detailed in thecompany's most recent Form 10-K and other filings with the Securitiesand Exchange Commission (SEC), which are available free of charge onthe SEC's website at www.sec.gov. Should one or more of these risksor uncertainties materialize, or should underlying assumptions proveincorrect, actual results may vary materially from those indicated.
Transocean is the world's largest offshore drilling contractor andthe leading provider of drilling management services worldwide. Witha fleet of 138 mobile offshore drilling units as well as oneultra-deepwater newbuild drillship and a high-specification jackupunder construction, Transocean's fleet is considered one of the mostmodern and versatile in the world due to its emphasis on technicallydemanding segments of the offshore drilling business. Transocean ownsor operates a contract drilling fleet of 47 High-SpecificationFloaters (Ultra-Deepwater, Deepwater and Harsh-Environmentsemisubmersibles and drillships), 25 Midwater Floaters, nineHigh-Specification Jackups, 54 Standard Jackups and other assetsutilized in the support of offshore drilling activities worldwide.
For more information about Transocean, please visit our website atwww.deepwater.com.
SOURCE: Transocean Ltd.