Ocean Rig UDW Inc. Shareholders Approve Merger with Transocean Ltd.
29 Noviembre 2018 - 3:05PM
Ocean Rig UDW Inc. (NASDAQ:ORIG), (“Ocean Rig” or the “Company”),
an international contractor of offshore deepwater drilling
services, today announced that its shareholders have approved the
merger of the Company with Transocean Ltd. (“Transocean”) by which,
upon the closing of the merger, Ocean Rig will become a
wholly-owned subsidiary of Transocean (the merger to form the
“Combined Entity”). Holders of 86.76% of the outstanding
shares of Ocean Rig voted, of which 99.99% approved the merger.
Key Transaction Terms
- At the effective time of the
merger, each issued and outstanding share of Ocean Rig
immediately prior to such time (other than certain Ocean Rig shares
that will be canceled as set forth in the merger agreement), will
be canceled and automatically converted into the right to receive
1.6128 newly issued shares of Transocean and $12.75 in cash.
- Transocean as the Combined Entity
will remain listed on NYSE under the symbol "RIG."
About
Ocean Rig
UDW
Inc.
Ocean Rig is an international offshore drilling
contractor providing oilfield services for offshore oil and gas
exploration, development and production drilling, and specializing
in the ultra-deepwater and harsh-environment segment of the
offshore drilling industry.
Ocean Rig’s common stock is listed on the NASDAQ
Global Select Market where it trades under the symbol “ORIG.”
Visit the Company’s website at
www.ocean-rig.com.
Forward-Looking
Statement
Matters discussed in this release may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. The Private Securities
Litigation Reform Act of 1995 provides safe harbor protections for
forward-looking statements in order to encourage companies to
provide prospective information about their business. The Company
desires to take advantage of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and is including
this cautionary statement in connection with such safe harbor
legislation.
Forward-looking statements relate to
management’s expectations, beliefs, intentions or strategies
regarding the future. These statements may be identified by the use
of words like “anticipate,” “believe,” “estimate,” “expect,”
“intend,” “may,” “plan,” “project,” “should,” “seek,” and similar
expressions. Forward-looking statements reflect management’s
current views and assumptions with respect to future events and are
subject to risks and uncertainties.
Forward-looking statements are based on
management's current expectations and assumptions, and are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict. As a result, actual results could differ
materially from those indicated in these forward-looking
statements. Factors that could cause actual results to differ
materially include, but are not limited to, estimated duration of
customer contracts; contract dayrate amounts; future contract
commencement dates and locations; planned shipyard projects and
other out-of-service time; sales of drilling units; timing of the
Transocean newbuild deliveries; operating hazards and delays; risks
associated with international operations; actions by customers and
other third parties; the future prices of oil and gas; the
intention to scrap certain drilling rigs; the inability by
Transocean to complete the acquisition of Ocean Rig in a timely
manner or at all (whether as the result of the inability to obtain
or delay in obtaining any required Transocean or Ocean Rig
shareholder approvals or any required regulatory approvals, or for
any other reason); the imposition of any terms and conditions on
any required governmental and regulatory approvals that could
reduce the anticipated benefits to Transocean of the acquisition;
the occurrence of any event, change or other circumstances that
could give rise to the termination of the acquisition; the
inability to successfully integrate Ocean Rig's operations with
those of Transocean without unexpected cost or delay, the
challenges of integrating and retaining key employees; risks
related to diversion of management time and attention from ongoing
business operations due to the acquisition; the inability of
Transocean to achieve expected synergies from the acquisition or
that it may take longer or be more costly than expected to achieve
those synergies; the effect of the announcement or completion of
the acquisition on the ability of Transocean and Ocean Rig to
retain customers, retain or hire key personnel, maintain
relationships with their respective suppliers and customers, and on
their operating results and businesses generally, the inability to
achieve anticipated synergies from the merger in a timely manner or
at all; and other factors, including those and other risks
discussed in the Transocean's most recent Annual Report on Form
10-K for the year ended December 31, 2017, Ocean Rig's most recent
Annual Report on Form 20-F, and in Transocean's or Ocean Rig's
other filings with the U.S. Securities and Exchange Commission
("SEC"), which are available free of charge on the SEC's website
at: www.sec.gov. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated. All
subsequent written and oral forward-looking statements attributable
to the Transocean or to persons acting on our behalf are expressly
qualified in their entirety by reference to these risks and
uncertainties. You should not place undue reliance on
forward-looking statements. Each forward-looking statement speaks
only as of the date of the particular statement, and we undertake
no obligation to publicly update or revise any forward-looking
statements to reflect events or circumstances that occur, or which
we become aware of, after the date hereof, except as otherwise may
be required by law.
Investor Relations /
Media:
Nicolas BornozisCapital Link, Inc. (New York) Tel.
212-661-7566E-mail: oceanrig@capitallink.com
Ocean Rig Udw Inc. New (delisted) (NASDAQ:ORIG)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Ocean Rig Udw Inc. New (delisted) (NASDAQ:ORIG)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024