Valaris (VAL) Proxy Filing summary

Executive summary

• Transocean and Valaris have agreed to a definitive all-stock business combination valued at approximately $5.8 billion, creating the world's largest and most diversified offshore drilling fleet with 73 rigs and a pro forma enterprise value of $17 billion.

• The combined company will have an estimated pro forma market capitalization of $12.3 billion and an industry-leading backlog of approximately $10 billion, enhancing cash flow visibility and financial flexibility.

• The transaction is expected to unlock over $200 million in identified cost synergies, accelerate deleveraging, and improve trading liquidity and capital markets profile.

• The deal is structured as a court-approved scheme of arrangement under Bermuda law, with closing anticipated in the second half of 2026, subject to regulatory and shareholder approvals.

• The transaction is positioned to capitalize on a forecasted multi-year offshore drilling upcycle, with increased exposure to anticipated growth in offshore upstream development capital expenditures.

Voting matters and shareholder proposals

• Shareholder approval is required from both companies for the transaction to proceed, with a joint proxy statement to be filed and disseminated to shareholders.

• The transaction was unanimously approved by the boards of directors of both companies.

Board of directors and corporate governance

• The combined board will consist of nine current Transocean directors and two current Valaris directors.

• Keelan Adamson will serve as CEO, and Jeremy Thigpen as Executive Chairman of the Board.

• Transocean will remain incorporated in Switzerland, with its primary administrative office in Houston.