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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 5, 2026 (May 4, 2026)
TRANSOCEAN LTD.
(Exact name of registrant as specified in its
charter)
| Switzerland |
|
001-38373 |
|
98-0599916 |
| (State or other jurisdiction of |
|
(Commission |
|
(I.R.S. Employer |
| incorporation or organization) |
|
File Number) |
|
Identification No.) |
| Turmstrasse 30 |
|
|
| Steinhausen, Switzerland |
|
CH-6312 |
| |
|
|
| (Address of principal executive offices) |
|
(zip code) |
Registrant’s telephone number, including
area code: +41 (41) 749-0500
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Ticker
Symbol(s) |
|
Name of each exchange
on which registered |
| Shares, $0.10 par value |
|
RIG |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
As previously announced,
on February 9, 2026, Transocean Ltd., a Swiss corporation (“Transocean”), and Valaris
Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Valaris”),
entered into a Business Combination Agreement (the “Agreement”). The Agreement provides that, among other things
and upon the terms and subject to the conditions thereof, Transocean will acquire all of the issued and outstanding common shares of Valaris
(the “Valaris Shares”) in exchange for 15.235 shares of Transocean per Valaris Share (the “Business Combination”).
The closing of the Business
Combination is subject to, among other things, the satisfaction or waiver of certain conditions, including the expiration or termination
of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”).
Transocean and Valaris each filed an HSR Act notification with the Federal Trade Commission and the Antitrust Division of the United States
Department of Justice (“DOJ”) on March 2, 2026. Transocean withdrew its filing under the HSR Act on April 1, 2026,
and subsequently refiled on April 3, 2026.
On May 4, 2026, Transocean
and Valaris each received a Request for Additional Information and Documentary Materials (the “Second Request”) from
the DOJ in connection with the DOJ’s review of the transactions contemplated by the Agreement. These requests were issued under
the notification requirements of the HSR Act. The requests extend the HSR Act waiting period until thirty (30) days after Valaris and
Transocean have each substantially complied with the Second Request, unless the waiting period is extended voluntarily by the parties
or terminated earlier by the DOJ. The parties continue working cooperatively with the DOJ as it reviews the proposed transaction.
Cautionary Statement Regarding Forward-Looking Statements
This communication includes
certain “forward-looking statements” within the meaning of the federal securities laws, including, but not limited to, those
statements related to the proposed transaction, including financial estimates and statements as to the expected timing, completion and
effects of the proposed transaction. These forward-looking statements are generally identified by the words “aim,” “anticipate,”
“assume,” “believe,” “contemplate,” “continue,” “project,” “might,”
“could,” “expect,” “estimate,” “intend,” “strategy,” “plan,” “predict,”
“potential,” “may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions, although not all forward-looking statements contain these
identifying words.
Any statements about Transocean’s,
Valaris’ or the combined company’s plans, objectives, expectations, strategies, beliefs or future performance or events constitute
forward-looking statements. These forward-looking statements, including statements regarding the proposed transaction, are based on Transocean’s
and Valaris’ current expectations, estimates, projections and assumptions. Because forward-looking statements relate to the future,
they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those expressed or implied
by such forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance,
such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. There is no assurance that
these future events will occur as anticipated or that our results, estimates or assumptions will be correct, and we caution investors
and all others not to place undue reliance on such forward-looking statements. Actual results could differ materially from those currently
anticipated due to a number of risks and uncertainties, many of which are beyond Transocean’s and Valaris’ control.
Important factors, risks and
uncertainties that could cause actual results to differ materially from such plans, estimates or expectations include but are not limited
to: (i) the completion of the proposed transaction on the anticipated terms and timing, or at all, including obtaining regulatory and
shareholder approvals, and the satisfaction of other conditions to the completion of the proposed transaction as well as the failure to
realize anticipated benefits of the proposed transaction; (ii) potential litigation relating to the proposed transaction, including the
effects of any outcomes related thereto; (iii) the risk that disruptions from the proposed transaction (including the ability of certain
counterparties of Valaris to terminate or amend contracts upon a change of control) will harm Transocean’s or Valaris’ business,
including current plans and operations, including during the pendency of the proposed transaction; (iv) the ability of Transocean or Valaris
to retain and hire key personnel, to retain customers or maintain relationships with their respective suppliers, customers and partners;
(v) the diversion of management’s time and attention from ordinary course business operations to completion of the proposed transaction;
(vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction;
(vii) legislative, regulatory and economic developments; (viii) potential business uncertainty, including changes to existing business
relationships, during the pendency of the proposed transaction that could affect Transocean’s or Valaris’ financial performance
as well as unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness,
financial condition, losses, future prospects, business and management strategies, expansion and growth of Transocean’s or Valaris’
businesses; (ix) the inability of Transocean and Valaris to achieve expected synergies from the transaction or that it may take longer
or be more costly than expected to achieve those synergies; (x) an inability to de-leverage on the expected timeline, or at all; (xi)
the imposition of any terms and conditions on any required governmental and regulatory approvals that could reduce the anticipated benefits
to Transocean and Valaris of the acquisition; (xii) the inability to successfully integrate Valaris’ operations with those of Transocean
without unexpected cost or delay; (xiii) certain restrictions during the pendency of the proposed transaction that may impact Transocean’s
or Valaris’ ability to pursue certain business opportunities or strategic transactions; (xiv) unpredictability and severity of catastrophic
events, including, but not limited to, acts of terrorism, outbreaks of war or hostilities or public health issues, as well as management’s
response to any of the aforementioned factors; (xv) the impact of inflation, tariffs, rising interest rates, and global conflicts, including
disruptions in European economies as a result of the Ukrainian/Russian conflict and the ongoing conflicts in the Middle East, the relationship
between China and Taiwan and ongoing trade disputes between the United States and China; (xvi) the possibility that the proposed transaction
may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xvii) the occurrence of any
event, change or other circumstance that could give rise to the termination of the proposed transaction, including in circumstances requiring
Transocean or Valaris to pay a termination fee; (xviii) the risk that Transocean’s or Valaris’ share price may decline significantly
if the proposed transaction is not consummated; (xix) there may be liabilities that are not known, probable or estimable at this time
or unexpected costs, charges or expenses; (xx) commodity price fluctuations and volatility, customer demand, loss of a significant customer
or customer contracts, downtime and other risks associated with offshore rig operations and changes in worldwide rig supply; (xxi) adverse
weather or major natural disasters, including hurricanes; (xxii) the global and regional supply and demand for oil and gas; (xxiii) fluctuation
of current and future prices of oil and gas; (xxiv) intention to scrap certain drilling rigs; (xxv) demand, competition and technology,
supply chain and logistics challenges, consumer preferences for alternative fuels and forecasts or expectations regarding the global energy
transition, changes in customer strategy and future levels of offshore drilling activity; (xxvi) estimated duration of customer contracts
and contract dayrate amounts, future contract commencement dates and locations, planned shipyard projects and other out-of-service time,
sales of drilling units, the cost and timing of mobilizations and reactivations, operating hazards and delays, weather-related risks,
risks associated with international operations, actions by customers and other third parties; (xxvii) increasing regulatory complexity,
general economic, market, business and industry conditions, trends and outlook, general political conditions, including political tensions,
conflicts and war, cybersecurity attacks and threats, uncertainty around the use and impacts of artificial intelligence applications,
the effects of contagious illnesses including the spread of and mitigation efforts by governments, businesses and individuals and other
factors, including those risks and uncertainties found in Transocean’s and Valaris’ respective filings with the SEC, including
the risk factors discussed in Transocean’s and Valaris’ most recent Annual Reports on Form 10-K, as updated by their Quarterly
Reports on Form 10-Q and future filings with the SEC from time to time, which are available via the SEC’s website at www.sec.gov;
and (xxviii) those risks that will be described in future filings with the SEC and available from the sources indicated below.
There can be no assurance that the proposed transaction
will be completed, or if it is completed, that it will close within the anticipated time period. While the list of factors presented here
is, and the list of factors presented in the joint proxy statement will be, considered representative, no such list should be considered
to be a complete statement of all potential risks and uncertainties and should be read in conjunction with the other forward-looking statements.
Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. The forward-looking statements
relate only to events as of the date on which the statements are made and we undertake no obligation to update, and expressly disclaim
any obligation to update, any forward-looking statements, or any other information in this communication, whether resulting from developments,
circumstances or events that arise after the date the statements are made, new information, or otherwise. If one or more of these or other
risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what
we may have expressed or implied by these forward-looking statements. All forward-looking statements in this communication are qualified
in their entirety by this cautionary statement. You should specifically consider the factors identified in this communication that could
cause actual results to differ. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict
those events or how they may affect us.
Important Additional Information and Where
to Find It
The transaction relates to
the proposed business combination of Transocean and Valaris pursuant to the terms of the Business Combination Agreement, dated as of February
9, 2026, and is being made by way of a scheme of arrangement pursuant to section 99 of the Companies Act 1981, as amended, under the laws
of Bermuda. In connection therewith, Transocean and Valaris intend to file relevant materials with the SEC, including, among other filings,
a joint proxy statement on Schedule 14A of Transocean and Valaris that will be mailed or otherwise disseminated to shareholders of each
of Transocean and Valaris seeking their approval of the parties’ respective transaction-related proposals. None of the securities
to be issued pursuant to the scheme of arrangement are anticipated to be registered under the U.S. Securities Act or any state securities
laws, and any securities issued in the transaction are anticipated to be issued in reliance upon an exemption from such registration requirements
pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws.
INVESTORS AND SHAREHOLDERS
OF TRANSOCEAN AND VALARIS ARE URGED TO READ THE JOINT PROXY STATEMENT, THE BUSINESS COMBINATION AGREEMENT, THE SCHEME DOCUMENT AND ANY
OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION, THE PARTIES TO THE PROPOSED TRANSACTION AND RELATED MATTERS.
This communication does not
constitute an offer to buy, or the solicitation of an offer to sell, any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. This communication is not a substitute for the joint proxy statement or any other document that Transocean or Valaris may
file with the SEC and send to their respective shareholders in connection with the proposed transaction. Investors and shareholders will
be able to obtain free copies of the joint proxy statement (when available) and other documents filed with the SEC by Transocean or Valaris
through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Transocean
will be available free of charge on Transocean’s website at www.deepwater.com under the tab “Investors”
and under the heading “SEC Filings.” Copies of the documents filed with the SEC by Valaris will be available free of charge
on Valaris’ website at www.valaris.com under the tab “Investors” and under the heading “Financials”
and subheading “SEC Filings.”
This communication is not
intended to constitute, and does not constitute, an offer or solicitation in or into Switzerland to purchase or invest in any securities,
and no application has been made or will be made to admit any securities referred to herein to trading on any trading venue (i.e., exchange
or multilateral trading facility) in Switzerland. Neither this communication nor any other offering or marketing material relating to
the transaction described herein or any securities referred to herein constitutes a prospectus within the meaning of the Swiss Financial
Services Act of June 15, 2018, as amended (the “FinSA”), or advertising within the meaning of the FinSA.
Neither this communication
nor any other offering or marketing material relating to the transaction described herein or any securities referred to herein has been
filed with or approved by any Swiss regulatory authority. In particular, no material relating to the transaction described herein or any
securities referred to herein has been reviewed or approved by a Swiss reviewing body (Prüfstelle) pursuant to article 51 of the
FinSA.
This communication is not
subject to, and has not received approval from, either the Bermuda Monetary Authority or the Registrar of Companies of Bermuda and no
statement to the contrary, explicit or implicit, is authorized to be made in this regard. Securities may be offered or sold in Bermuda
only in compliance with the provisions of the Investment Business Act 2003 of Bermuda.
Participants in the Solicitation
Transocean, Valaris and their
respective directors and executive officers and certain other members of management and employees may be considered be participants in
the solicitation of proxies from the shareholders of Transocean and Valaris in connection with the proposed transaction. Information
about the interests of the directors and executive officers of Transocean and Valaris and other persons who may be deemed to be participants
in the solicitation of shareholders of Valaris in connection with the proposed transaction and a description of their direct and indirect
interests, by security holdings or otherwise, will be included in the joint proxy statement, which will be filed with the SEC. Information
about Transocean’s directors and executive officers is set forth in Transocean’s Annual Report on Form 10-K for the year
ended December 31, 2025, which was filed with the SEC on February 23, 2026 and its proxy statement for its 2026 annual meeting, which
was filed with the SEC on March 20, 2026. Information about Valaris’ directors and executive officers is set forth in Valaris’
Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 20, 2026, and its proxy statement
for its 2026 annual meeting, which was filed with the SEC on April 16, 2026. To the extent holdings of Transocean’s or Valaris’
securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or
will be reflected in Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with
the SEC. Additional information about the directors and executive officers of Transocean and Valaris and other information regarding
the potential participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings
or otherwise, which may, in some cases, be different than those of Transocean shareholders or Valaris’ shareholders generally,
will be contained in the joint proxy statement and other relevant materials to be filed with the SEC regarding the proposed transaction.
You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at http://www.sec.gov and
from Transocean’s or Valaris’ website as described above.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
TRANSOCEAN LTD. |
| |
|
| |
|
| Date: May 5, 2026 |
By: |
/s/ Debra Kupferman |
| |
|
Debra Kupferman |
| |
|
Authorized Person |
