Transocean and Valaris set November shareholder votes for merger

Transocean Ltd. and Valaris Limited have scheduled shareholder meetings for November 24, 2026, to vote on their pending business combination. The two offshore drilling companies filed a joint definitive proxy statement with the U.S. Securities and Exchange Commission on October 14, 2026, outlining the next steps for the deal originally announced on February 9, 2026.

Under the terms of the Business Combination Agreement, Transocean will acquire all outstanding common shares of Valaris. In exchange, Valaris shareholders will receive 15.235 shares of Transocean for each Valaris share they hold. The transaction is structured as a court-sanctioned scheme of arrangement under section 99 of the Companies Act 1981 of Bermuda.

The upcoming meetings are designed to secure the necessary approvals for the merger to proceed. Transocean shareholders will vote on matters related to the Business Combination at an extraordinary general meeting, alongside a separate proposal to amend Transocean's Articles of Association that is unrelated to the deal. Concurrently, Valaris shareholders will vote on the Scheme of Arrangement at a special court-ordered meeting. Both events are set for the same day, November 24, 2026.

Following shareholder approval, Valaris will apply to the Supreme Court of Bermuda for an order sanctioning the Scheme of Arrangement. This Sanction Hearing is scheduled for Thursday, November 26, 2026, at 11:00 a.m. Bermuda time. The hearing will take place at the Commercial Court on the second floor of the Government Administration Building at 30 Parliament Street in Hamilton, Bermuda. Valaris shareholders of record may attend in person or by counsel.

Transocean anticipates that if the Bermuda Court grants the sanction order, all conditions for the Business Combination will be satisfied. The company expects the deal to close on or about December 1, 2026. The filings include cautionary statements noting that forward-looking projections are subject to risks and uncertainties, including potential litigation, regulatory approvals, and operational disruptions that could affect the completion of the transaction or its anticipated benefits.