Brazil's CADE Clears Transocean-Valaris Combination Without Restrictions, 8-K Says
Closing is anticipated in the fourth quarter of 2026 once a fifteen-day waiting period on the Brazilian decision runs out.
Brazil's competition authority, known as CADE, cleared the planned Transocean-Valaris combination to proceed without restrictions on October 13, according to an 8-K Valaris filed Wednesday. The decision is not yet final: a fifteen-day waiting period still has to run.
What the 8-K says
The filing says CADE issued a decision determining that the business combination "may be put into effect without restrictions." Valaris and Transocean expect the decision to appear in Brazil's Official Journal on October 15 or October 16, which starts the fifteen-day waiting period before it becomes final.
Once the decision is final, all regulatory approval conditions to closing will be satisfied, the filing says. The companies currently anticipate closing in the fourth quarter of 2026, subject to the remaining conditions in the agreement being met or waived.
Under the Business Combination Agreement signed February 9, 2026, Transocean, a Swiss corporation, will acquire all issued and outstanding Valaris common shares in exchange for 15.235 Transocean shares per Valaris share.
What it changes for holders
Brazil was a regulatory approval still outstanding, and the filing treats it as the last one: finality of the CADE decision satisfies all regulatory approval conditions. No terms or conditions were attached, which matters because the companies' own risk list names the imposition of conditions on government approvals as something that could reduce the deal's expected benefits.
Shareholder approval is a separate step. The two companies filed a joint definitive proxy statement on October 14, which was sent to holders of both companies seeking approval of their respective transaction-related proposals. The deal runs as a scheme of arrangement under Bermuda law.
Valaris shares traded at $85.64 in Wednesday trading, as of 12:16 p.m. ET, up about 0.11% from the prior close.
What to watch
The next dated marker is publication of CADE's decision in the Official Journal on October 15 or 16. After that come the fifteen-day waiting period and the shareholder votes on the proxy proposals.
If the decision publishes as expected on October 15 or 16, the fifteen-day clock starts, and the companies' fourth-quarter closing target then depends on the shareholder votes and the remaining agreement conditions.
Sources
- 8-K Filing — Valaris Ltd (VAL) — SEC EDGAR
- Johnson v. Valaris Limited et al — law360.com
