Valaris Holders Vote November 24 On Transocean All-Stock Deal At 15.235 Shares Each
The board unanimously backs the scheme, which needs 75% by value of Valaris shares voted; Transocean holders vote the same day.
Valaris shareholders will vote on November 24 at 10:00 a.m. Bermuda time on whether to accept 15.235 Transocean shares for each Valaris share, according to the definitive joint proxy statement filed Wednesday. The offshore driller's board unanimously recommends a yes vote.
What the proxy asks holders to approve
The deal is structured as a court-sanctioned scheme of arrangement under Bermuda law, in which Transocean would buy all Valaris shares. Cash would be paid in place of fractional Transocean shares. If it closes, current Transocean and Valaris holders would own about 53% and 47% of the combined company, on a fully diluted basis that assumes conversion of Transocean's exchangeable bonds due 2029.
Approval takes a majority in number of Valaris holders voting, representing at least 75% in value of the shares voted. Abstentions, failures to vote and broker non-votes do not count as votes cast. The filing says Valaris shareholders have no dissenters' rights; they can vote against or appear at the court's sanction hearing.
Holders of record on November 9 may vote. Phone and internet voting closes at 11:59 p.m. Eastern on November 23. Street-name holders must follow their broker's deadline, which may be earlier.
What it changes
Both sides must clear votes for the deal to close. Transocean shareholders meet the same day, at 3:00 p.m. Swiss time in Steinhausen, Switzerland, to approve the share issuance, which is a closing condition.
Holders of about 12% of Valaris shares as of October 7 are bound by support agreements to vote in favor.
If the deal fails, the agreement carries termination fees of $173 million payable by Valaris and $195 million payable by Transocean in specified circumstances. Expense reimbursement of up to $58 million and $65 million, respectively, can apply in other circumstances. The outside date is February 9, 2027, extendable to August 9, 2027.
The Valaris board cited $200 million in annual cost savings as the expected result of combining. The agreement was signed on February 9, 2026, after Valaris weighed approaches from two other industry participants. The Justice Department closed its antitrust investigation on September 30, 2026, and the U.S. foreign-investment review panel cleared the deal on June 29, 2026. Approvals in other jurisdictions are still pending.
What to watch
Valaris plans to report results in a Form 8-K. An approving vote still has to be followed by a Bermuda court sanction hearing before the scheme takes effect.
The vote count comes on November 24, when both companies' meetings are held.
Sources
- DEFM14A — Valaris Ltd re: Valaris Ltd (VAL) — SEC EDGAR
- Valaris (NYSE:VAL) : Outside Counsel :: Law360 — law360.com
