Transocean Announces an All Cash Voluntary Offer to Acquire 100\r Percent of Aker Drilling for NOK 26.50 per Share
ZUG, SWITZERLAND, Aug 15, 2011 (MARKETWIRE via COMTEX) --
Transocean Services AS (NYSE: RIG) (SIX: RIGN)
-- Aker Capital AS, a subsidiary of Aker ASA, and other existing shareholders of Aker Drilling representing 60.5 percent of the outstanding shares, have given their irrevocable commitment to sell their shares to Transocean
-- Aker Drilling's Board of Directors has unanimously recommended that its shareholders accept the Offer
-- The Offer price of NOK 26.50 per share represents a 62 percent premium to Aker Drilling's 30-day average price of NOK 16.39 per share. The transaction will be funded using existing cash balances and debt facilities
-- Further strengthening Transocean's industry leadership position, Aker Drilling's sixth-generation ultra-deepwater, dual-activity fleet comprises two harsh environment, semisubmersible drilling rigs on long-term contracts in Norway and two drillships under construction in Korea
-- In addition to contributing approximately $1 billion in backlog, the transaction is expected to be immediately accretive to Transocean's earnings
Transocean Services AS (\"Transocean\" or the \"Company\"), a wholly ownedsubsidiary of Transocean Ltd. (NYSE: RIG) (SIX: RIGN), todayannounced an all cash voluntary offer (the \"Offer\") for 100 percentof the shares of Aker Drilling ASA (\"Aker Drilling\") for NOK 26.50per share. The Board of Directors of Aker Drilling has unanimouslyrecommended that its shareholders accept the Offer.
On August 14, 2011, Transocean entered into an irrevocable agreementwith Aker Capital AS to acquire 41 percent of the outstanding sharesof Aker Drilling through (a) the purchase of 14,959,740 shares by anaffiliate of Transocean, representing 4.99 percent of the outstandingshares, and (b) a pre-commitment agreement for the remaining107,873,858 shares, representing 36.1 percent of the outstandingshares, to be purchased by Transocean pursuant to the Offer. Inaddition, Transocean has received irrevocable pre-commitments of 19.5percent of the outstanding shares of Aker Drilling from othershareholders, including funds managed by TPG-Axon Capital, bringingthe total irrevocable commitments to 60.5 percent of the AkerDrilling outstanding shares.
The Offer price indicates an equity market capitalization ofapproximately NOK 7.93 billion, or $1.43 billion, assuming anexchange rate of NOK 5.53 to USD 1.00, which represents a 62 percentpremium to Aker Drilling's 30-day average price of NOK 16.39 pershare. Additionally, Aker Drilling has net debt of $0.80 billion.
Aker Drilling operates two harsh environment, ultra-deepwater,sixth-generation semi-submersible rigs currently on long-termcontract to Statoil and Det Norske in Norway. In 2013, Aker Drillingis expected to take delivery of two sixth-generation drillshipscurrently under construction at the DSME shipyard in Korea. Thepayment obligation when the drillships are delivered is $0.90billion.
Aker Drilling will contribute approximately $1.05 billion in firmcontract backlog. The transaction is also expected to be immediatelyaccretive to Transocean's earnings.
Steven Newman, President and Chief Executive Officer of TransoceanLtd., said, \"Aker Drilling is an excellent strategic fit forTransocean. It allows us to enhance our position in Norway where wehave enjoyed a long-term presence and excellent customerrelationships. Aker Drilling's high-quality people andstate-of-the-art offshore drilling fleet will ensure that we continueto deliver outstanding service to our customers. This transactionalso demonstrates our commitment to enhancing shareholder value bycontinuing to invest in high-specification assets to drive long-termgrowth.\"
Timing and Conditions
The complete details of the Offer, including all terms andconditions, will be contained in an offer document to be sent to AkerDrilling shareholders subject to the review and approval by the OsloStock Exchange pursuant to Chapter 6 of the Norwegian SecuritiesTrading Act.
If approved, the Offer document is expected to be sent to AkerDrilling shareholders the week of August 21, 2011. The initialduration of the Offer period will be 20 U.S. business days. In theevent the conditions of the Offer are not satisfied or waived byTransocean, the Offer will expire.
The Offer will not be made in any jurisdiction in which it would notbe in compliance with the laws of such jurisdiction. Thisnotification does not in itself constitute an offer. The Offer willonly be made on the basis of the Offer document and can only beaccepted pursuant to the terms of that document.
The Offer will be conditional upon Transocean receiving acceptancesfor a minimum of two-thirds of the voting shares of Aker Drilling,and the Aker Drilling Board recommendation not being withdrawn oramended. Both of these conditions are waivable by Transocean. TheOffer is not subject to any financing conditions.
Morgan Stanley and Fearnley Fonds / Fearnley Offshore are acting asfinancial advisors to Transocean Services and Wikborg Rein is actingas legal advisor to Transocean Services.
Conference Call Information
Transocean will conduct a teleconference call to discuss thetransaction at 10:00 a.m. EDT, 4:00 p.m. CEST, on August 15, 2011. Toparticipate, dial +1 913-312-0676 and refer to confirmation code7700394 approximately five to 10 minutes prior to the scheduled starttime of the call.
In addition, the conference call will be simultaneously broadcastover the Internet in a listen-only mode and can be accessed bylogging onto Transocean's website at www.deepwater.com and selecting\"Investor Relations.\" The conference call may also be accessed viathe Internet at www.CompanyBoardroom.com by typing in Transocean'sNew York Stock Exchange trading symbol, \"RIG.\"
A telephonic replay of the conference call should be available after1:00 p.m. EDT, 7:00 p.m. CEST, on August 15, 2011, and can beaccessed by dialing +1 719-457-0820 and referring to the confirmationcode 7700394. Also, a replay will be available through the Internetand can be accessed by visiting either of the above-referencedinternet addresses. Both replay options will be available forapproximately 30 days.
Transocean is the world's largest offshore drilling contractor andthe leading provider of drilling management services worldwide. Witha fleet of 134 mobile offshore drilling units as well as fourHigh-Specification Jackups under construction, Transocean's fleet isconsidered one of the most modern and versatile in the world due toits emphasis on technically demanding segments of the offshoredrilling business. Transocean owns or operates a contract drillingfleet of 48 High-Specification Floaters (Ultra-Deepwater, Deepwaterand Harsh-Environment semisubmersibles and drillships), 25 MidwaterFloaters, nine High-Specification Jackups, 51 Standard Jackups andone swamp barge.
About Aker Drilling
Aker Drilling is a fully integrated offshore drilling contractor,owning and operating two of the world's largest, most advancedsixth-generation semisubmersible drilling units. In addition, thecompany has two ultra-deepwater drillships under construction atDaewoo Shipbuilding & Marine Engineering Co. Ltd. (DSME) shipyard inSouth Korea.
Statements regarding the voluntary offer, as well as any otherstatements that are not historical facts, may be forward-lookingstatements that involve certain risks, uncertainties and assumptions.These forward-looking statements include, but are not limited to,statements related to the anticipated consummation of the proposedvoluntary offering, the time frame in which it is expected to occur,the expected benefits of the proposed acquisition and the futurefinancial performance of the assets after the proposed transaction.All forward-looking statements included in this press release arebased on information available to Transocean as of the date of thispress release and current expectations, forecasts and assumptions.Forward-looking statements involve risks and uncertainties whichcould cause actual results to differ materially from thoseanticipated. These risks and uncertainties include the risk that thevoluntary offer may not close, including the risk that the requisitenumber of Aker Drilling shares may not be tendered; difficulties thatmay be encountered in integrating the combined businesses andrealizing the potential synergies of the proposed combination; risksassociated with newbuilds; and the other risks and uncertaintiesfaced by each company, in the case of Transocean, as reported in its
most recent Form 10-K, Forms 10-Q and other filings with the U.S.Securities and Exchange Commission. No forward-looking statements inthis press release should be relied upon as representing Transocean'sviews or expectations as of any subsequent date and Transocean doesnot undertake any obligation to revise or update any suchforward-looking statement to reflect events or circumstances that mayarise after the statement was made.
The description contained herein is neither an offer to purchase nora solicitation of an offer to sell shares of Aker Drilling.Transocean plans to publish and distribute an Offer document settingforth the terms of the Offer to Aker Drilling shareholders as soon aspracticable. The Offer document will contain important informationabout Aker Drilling, the transaction and related matters. Investorsand Aker Drilling shareholders are urged to read the Offer documentcarefully when it becomes available. Investors will be able to obtainfree copies of the Offer document by contacting Fearnley Fonds ASA,the receiving agent for the contemplated Offer, at 47-22936000 or bymail at Fearnley Fonds ASA, Grev Wedels plass 9, P.O. Box 1158Sentrum, N-0107. The Offer will not be made in any jurisdiction inwhich the making of the offer would not be in compliance with thelaws of such jurisdiction.
Additional information about Transocean Ltd.can be found atwww.deepwater.com.
SOURCE: Transocean Ltd.