Valaris (VAL) Proxy Filing summary

Executive summary

• Valaris and Transocean have agreed to combine in an all-stock transaction, creating a leading offshore drilling company with a combined enterprise value of $17 billion and a pro forma backlog of approximately $10 billion supporting long-term cash flow visibility.

• Valaris shareholders will receive 15.235 shares of Transocean for each Valaris share, representing a 31.6% premium based on closing prices as of February 6, 2026.

• The transaction is expected to deliver at least $200 million in annual cost synergies by 2028, driven by consolidated operations and enhanced scale.

• The combination aims to strengthen financial profiles, enhance credit and liquidity, and provide accretion to key per share financial metrics upon closing.

Voting matters and shareholder proposals

• Shareholders of both companies will be asked to approve transaction-related proposals via a joint proxy statement.

• The transaction will proceed under a scheme of arrangement pursuant to Bermuda law, requiring regulatory and shareholder approvals.

Board of directors and corporate governance

• Directors, executive officers, and certain employees of both companies may be considered participants in the proxy solicitation.

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