Valaris (VAL) Proxy Filing summary

Executive summary

• Transocean and Valaris announced a transformational all-stock business combination, aiming to create a leading offshore drilling company with a best-in-class fleet and global reach.

• The deal is expected to generate over $200 million in annual cost synergies, with a pro forma backlog exceeding $10 billion and clear cash flow visibility.

• The transaction is anticipated to be accretive to free cash flow and earnings per share, supporting accelerated debt reduction and a stronger capital structure.

• Management expects the combined company to benefit from a multi-year upcycle in offshore drilling, with significant opportunities in deepwater and harsh environment markets.

• The transaction is targeted to close in the second half of 2026, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Shareholders of both companies will be asked to approve the transaction via a joint proxy statement and scheme of arrangement under Bermuda law.

• No registration of new securities under the U.S. Securities Act is anticipated, relying on exemptions for the issuance.

Board of directors and corporate governance

• Boards of both companies, with the assistance of financial and legal advisors, determined the transaction maximizes shareholder value.

• Information about directors, executive officers, and their interests will be included in the joint proxy statement.