> ## Content Index > Fetch the complete content index at: https://www.bullished.co/llms.txt > Use this file to discover other available public pages before exploring further. # Transocean And Valaris Holders Vote November 24 On Deal That Gives Valaris Owners 47% - URL: https://www.bullished.co/transocean-and-valaris-holders-vote-november-24-on-deal-that-gives-valaris-owners-47-9bbe17b3/ - Published: 2026-10-14T10:10:46.000Z - Updated: 2026-10-14T10:10:46.000Z - Description: Both boards unanimously back the fixed-ratio, all-stock combination, and both shareholder meetings fall on the same day. - Author: Matteo Parrino - Tags: Deals, RIG, Industry: Energy [Transocean](https://www.bullished.co/tag/rig/)'s definitive [joint proxy statement](https://www.sec.gov/Archives/edgar/data/0001451505/000110465926115680/tm269762-10%5Fdefm14a.htm?ref=bullished.co), filed Wednesday, asks shareholders of Transocean and Valaris to approve an all-stock combination at meetings on November 24\. Each Valaris share would convert into 15.235 Transocean shares, and both boards unanimously recommend a yes vote. ## What the proxy says Transocean's extraordinary general meeting is set for 3:00 p.m. Swiss time in Steinhausen, Switzerland. Valaris's court-ordered meeting is set for 10:00 a.m. Bermuda time in Hamilton, Bermuda. Valaris holders would get cash in place of fractional shares. Transocean would issue no more than [1,163,640,159 new shares](https://www.sec.gov/Archives/edgar/data/0001451505/000110465926115680/tm269762-10%5Fdefm14a.htm?ref=bullished.co) for the exchange. On a fully diluted basis, assuming Transocean's exchangeable bonds due 2029 convert, Transocean holders would own about 53% of the combined company and Valaris holders about 47%. Valaris would become a wholly owned Transocean subsidiary. The proxy also lists a capital band letting Transocean's board issue up to 126,490,949 shares for incentive awards and warrants. It further seeks election of Dick Fagerstal and Kristian Johansen as directors, effective only if the deal closes. ## What holders need to know Valaris holders must approve by a majority in number of shareholders voting, representing at least 75% in value of the shares voting. Holders of about 12% of Valaris shares are bound by support agreements to vote in favor. Valaris holders have no dissenters' rights, meaning no right to demand a court-set price for their shares. Transocean holders must approve the share issuance resolutions and a New York Stock Exchange proposal tied to issuing more than 20% new shares. Both are conditions to closing. The voting record date for both companies is November 9\. Transocean's proxy deadline is 4:00 p.m. Eastern on November 23. If the deal fails in specified circumstances, Transocean may owe Valaris a $195 million termination amount, while Valaris may owe Transocean $173 million. ## How the ratio was set Valaris rejected Transocean's January 20 proposal of 14.870 shares and countered at 15.600\. Transocean's "best and final" offer of 15.235 was accepted before the February 9 signing. The Justice Department closed its investigation on September 30, and the Committee on Foreign Investment in the United States cleared the deal on June 29\. Both boards cited $200 million of annual cost synergies as a rationale. After the November 24 votes, a Bermuda court sanction hearing and remaining foreign antitrust clearances, including Brazil's, must still come before the deal can close. ### Sources - [DEFM14A — Transocean Ltd. re: Transocean Ltd. (RIG)](https://www.sec.gov/Archives/edgar/data/0001451505/000110465926115680/tm269762-10%5Fdefm14a.htm?ref=bullished.co) — SEC EDGAR - [Transcocean confirms $1B deal with Equinor, secures new contract with Shell (RIG:NYSE) | Seeking Alpha](https://seekingalpha.com/news/4652165-transcocean-confirms-1b-deal-with-equinor-secures-new-contract-with-shell?ref=bullished.co) — seekingalpha.com ### More on Transocean - [Transocean Moves $1.0 Billion Equinor Contract Into Firm Backlog, Adds $62 Million Shell Norway Job](https://www.bullished.co/transocean-moves-1-0-billion-equinor-contract-into-firm-backlog-adds-62-million-shell-88e160a2/) [All Transocean (RIG) coverage →](https://www.bullished.co/tag/rig/)