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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): October 23, 2026 (October 23, 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) |
| ¨ | 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 |
|
|
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”),
pursuant to a court-sanctioned scheme of Arrangement (the “Scheme of Arrangement”) between Valaris and the shareholders
of Valaris (the “Valaris Shareholders”), pursuant to section 99 of the Companies Act 1981 of Bermuda, as amended (the
“Companies Act”).
On October 14, 2026, Transocean
and Valaris filed a joint definitive proxy statement on Schedule 14A with the United States Securities and Exchange Commission (the “Proxy
Statement”) in connection with the (i) extraordinary general meeting (the “Transocean Meeting”) of the shareholders
of Transocean (the “Transocean Shareholders”) at which the Transocean Shareholders will vote on certain matters related
to the Business Combination and a proposal unrelated to the Business Combination to amend Transocean's Articles of Association, and (ii)
special court-ordered meeting (the “Valaris Court Meeting”) of Valaris Shareholders at which the Valaris Shareholders
will vote on the Scheme of Arrangement and certain matters related to the Business Combination. Both the Transocean Meeting and the Valaris
Court Meeting are scheduled to be held on November 24, 2026.
Subject to approval by the
Transocean Shareholders of the requisite matters related to the Business Combination at the Transocean Meeting and approval by the Valaris
Shareholders of the Scheme of Arrangement at the Valaris Court Meeting, in accordance with the Agreement Valaris will make an application
to the Supreme Court of Bermuda (the “Bermuda Court”), for an order sanctioning the Scheme of Arrangement in accordance
with section 99 of the Companies Act (the “Sanction Hearing”).
The Sanction Hearing has
been scheduled to be held on Thursday, November 26, 2026 at 11:00 a.m. (Bermuda time) at Commercial Court, 2nd Floor, Government Administration
Building, 30 Parliament Street, Hamilton HM12, Bermuda. Valaris Shareholders of record may appear in person or by counsel at the Sanction
Hearing.
If the Bermuda Court grants
the sanction order and sanctions the Scheme of Arrangement at the Sanction Hearing, Transocean anticipates that (i) all conditions to
the consummation of the Business Combination will be satisfied and (ii) the Business Combination will be consummated on or about December
1, 2026.
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 are, 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 filed a joint definitive proxy statement on Schedule 14A with the SEC on October 14, 2026.
The joint definitive proxy statement was 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 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.
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: October 23, 2026 |
By: |
/s/ Debra Kupferman |
| |
|
Debra Kupferman |
| |
|
Authorized Person |
