| ☐ |
Preliminary Proxy Statement
|
| ☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
| ☐ |
Definitive Proxy Statement
|
| ☐ |
Definitive Additional Materials
|
| ☒ |
Soliciting Material Pursuant to Section 240.14a-12
|
|
☒
|
No fee required.
|
|
☐
|
Fee paid previously with preliminary materials
|
|
☐
|
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
| 1. |
What was announced?
|
| • |
Valaris has signed an agreement to combine with Transocean in an all-stock transaction.
|
| • |
The transaction will bring together two industry leaders with complementary capabilities to create a premier offshore drilling company with a global footprint, a diversified fleet of high-quality assets, and a strong financial profile.
|
| • |
We are creating a company grounded in safety and capable of operating any rig at any water depth in any offshore environment around the world.
|
| • |
Together, we are creating a new industry leader for the benefit of our customers, shareholders, and employees.
|
| 2. |
Who is Transocean?
|
| • |
Transocean is a global leader in offshore contract drilling, operating a fleet of advanced ultra-deepwater and harsh-environment rigs worldwide.
|
| • |
Transocean is well-known for its technical capability, safety performance, and expertise in the most challenging offshore basins.
|
| • |
Members of Transocean’s leadership team have expressed strong admiration for Valaris’ fleet quality, people, and performance culture.
|
| 3. |
What does this mean for Valaris employees? Will onshore employees be affected differently than offshore employees?
|
| • |
As of now, it is business as usual. We will continue operating independently until the transaction closes, which is currently expected to occur in the second half of 2026.
|
| • |
We expect to see new career growth and expanded development opportunities open up over time within the larger combined organization.
|
| • |
Let us continue to focus on delivering the same priorities this year: deliver safe and efficient operations, execute our commercial strategy, prepare for new contracts and start-ups, develop our people, and remain disciplined stewards
of our fleet.
|
| 4. |
What changes can we expect as a result of this announcement? Will there be layoffs or other organizational changes?
|
| • |
Nothing is changing today.
|
| • |
While we’re excited about the pending transaction, it’s important to remember that this is just the first step in a long process to bring our two organizations together.
|
| • |
We will communicate with you directly and appropriately when there are any updates to share.
|
| 5. |
What are the next steps to completing the transaction? What should I expect between now and then?
|
| • |
The transaction is subject to regulatory and shareholder approvals and is currently expected to close in the second half of 2026.
|
| • |
Until then, Valaris and Transocean will operate as separate, independent companies.
|
| • |
We will soon begin integration planning with Transocean to prepare for a smooth integration after close.
|
| • |
Unless you are asked by your managers or the integration team to do differently, your focus should remain on your existing priorities, which support safe operations and executing our commitments to customers.
|
| 6. |
Are there any changes to compensation or benefits?
|
| • |
We do not expect any changes to compensation or benefits before the transaction closes, and it remains business as usual.
|
| • |
Following the close of the transaction, Transocean has committed to maintaining base salary and aggregate compensation and benefits for a 12-month period.
|
| • |
We are committed to keeping you informed and sharing details as soon as they are available.
|
| 7. |
How will you continue to support employees throughout this process?
|
| • |
Our employees’ interests remain top of mind and we negotiated an enhanced suitable severance and retention program as part of the transaction agreement.
|
| • |
It is important to both companies that your efforts continue to be recognized and we will communicate the details individually via your managers once finalized.
|
| • |
We want to re-emphasize how important everyone’s contributions are to building value in Valaris that led us to this transaction.
|
| • |
Nothing changes on the day of the announcement, and we will need everyone’s help to keep the focus on delivering our priorities to position Valaris for its next chapter.
|
| 8. |
What is happening to Valaris’ leadership team? Who will lead the combined company?
|
| • |
Following the completion of the transaction, the combined company will continue to be led by Keelan Adamson, President and Chief Executive Officer of Transocean.
|
| • |
Transocean’s existing executive leadership will continue in their respective roles.
|
| • |
Jeremy Thigpen will serve as the Executive Chairman of the combined company’s board of directors.
|
| • |
Our leadership team has spent meaningful time with Keelan and his colleagues, and we have great respect for their experience, track record, management system, and approach to leading high-performing offshore operations.
|
| • |
More details about the combined organization structure will be shared as soon as they are available.
|
| 9. |
Why does Valaris have fewer leadership and Board roles following this transaction compared to past deals?
|
| • |
Every transaction is different. In this case, Transocean is the acquiring company, so it is expected that their leadership and board structure will form the foundation of the combined organization.
|
| • |
What matters most is that Transocean’s leadership team shares our values and has deep respect for Valaris’ people, fleet and track record.
|
| • |
Regardless of the leadership structure at close, there will be opportunities for Valaris employees across the combined company.
|
| 10. |
What will happen to the Valaris name and brand?
|
| • |
The combined company will continue to operate under the Transocean name.
|
| 11. |
Where will the combined company be headquartered?
|
| • |
As many of you know, Transocean’s headquarters is also in Houston.
|
| • |
The combined company will continue to operate under the Transocean name and will remain incorporated in Switzerland, with its primary administrative office in Houston.
|
| • |
It is too early to say what will happen to Valaris’ facility, but we will provide updates as they are available.
|
| 12. |
What are the benefits of the transaction?
|
| • |
This transaction strengthens our combined company and positions us for long-term success.
|
| • |
| • |
It expands our ability to serve customers in key offshore regions and helps us build on the legacy we have built.
|
| • |
We expect that new career growth and expanded development opportunities will be available for many employees over time within the larger combined organization.
|
| 13. |
How will the cultures of Transocean and Valaris fit together?
|
| • |
Both companies bring top tier safety and execution track records and compatible cultures of operational integrity supporting reliable project delivery for customers.
|
| • |
We expect these cultural similarities will support a smooth integration process and a strong foundation for the combined company.
|
| 14. |
What should I say if a Transocean employee reaches out to me about the transaction?
|
| • |
Until the transaction closes, we must continue to operate as independent companies.
|
| • |
You should not contact Transocean employees, respond to enquiries from or discuss the proposed combination with Transocean employees.
|
| • |
It is business as usual until the close of the transaction.
|
| 15. |
What should I tell customers and suppliers who reach out about this announcement?
|
| • |
Our leaders are engaging with our key customers and suppliers directly.
|
| • |
Customers and suppliers should know we remain committed to working with them as we always have, and believe the benefits of the transaction will make us an even better partner to them.
|
| • |
Please remember that until the transaction closes, we will continue to operate as independent organizations. Please do not discuss Valaris contracts, marketing or competitive strategy with Transocean employees, customers or suppliers.
|
| 16. |
What should I say if contacted by the media or an analyst or investor?
|
| • |
Only designated spokespeople are authorized to speak externally.
|
| • |
Consistent with our policy, please immediately forward inquiries to Tim Richardson at timothy.richardson@valaris.com.
|
| • |
Please avoid commenting about the transaction on social media.
|
| 17. |
When will we know more?
|
| • |
We are committed to sharing information with you as soon as we have it.
|
| • |
You’ll hear from us again at the upcoming town hall on Wednesday at 7:00 AM CT.
|
| • |
Many decisions will be made through the integration planning process, and we will keep you informed as those decisions are finalized.
|
| 18. |
Who should I reach out to if I have additional questions?
|
| • |
Should you have additional questions about this announcement, please reach out to your manager.
|
| • |
This is only the first step. As decisions are made through the integration planning process, we will keep you updated.
|