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Noble Corporation and The Drilling Company of 1972 A/S (“Maersk Drilling“) announced on 10 November 2021 their agreement to combine in a primarily all-stock transaction (see Noble’s company announcement no. 14/2021 of 10 November 2021).
Following this agreement, Noble Corporation plc (“Topco“) hereby announces its intentions to submit a voluntary public share exchange offer (the “Exchange Offer“) to the shareholders of Maersk Drilling (the “Maersk Drilling Shareholders“) in accordance with section 4(1) of the Danish Executive Order no. 636 of 15 May 2020 on takeover bids (the “Danish Takeover Order“). Topco will present the terms and conditions of the Exchange Offer in an offer document (the “Offer Document“), to be published following receipt of approval from the Danish Financial Supervisory Authority (the “Danish FSA“), which is expected to take place today.
In connection with the Exchange Offer, the Danish FSA has today approved an exemption document prepared by Topco and drawn up in accordance with the exemptions in Articles 1(4)(f) and 1(5)(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “Prospectus Regulation“) and in compliance with the requirements set out in Commission Delegated Regulation (EU) 2021/528 of 16 December 2020 (the “Exemption Document“).
The Exemption Document contains, among other relevant information, a description of the business combination and its impact on each of Noble and Maersk Drilling. Topco has made the Exemption Document available, subject to regulatory restrictions in certain jurisdictions, at www.noblecorp.com.
The business combination has been unanimously approved by the boards of directors of both Noble and Maersk Drilling and is further supported by major shareholders of both companies. The business combination was approved with requisite majority by Noble’s shareholders at an extraordinary general meeting held on 10 May 2022. APMH Invest A/S, holding approximately 42% of Maersk Drilling’s total share capital and voting rights, has irrevocably undertaken to accept the Exchange Offer, and A.P. Møller og Hustru Chastine Mc-Kinney Møllers Familiefond and Den A.P. Møllerske Støttefond, together holding approximately 12% of Maersk Drilling’s total share capital and voting rights, have expressed their intention to accept the Exchange Offer.
Furthermore, the board of directors of Maersk Drilling will upon publication of the Offer Document publish a statement pursuant to section 22 of the Danish Takeover Order regarding the Exchange Offer (the “Board Statement“). As will be further described in the Board Statement, the board of directors of Maersk Drilling unanimously decided to recommend that the Maersk Drilling Shareholders accept the Exchange Offer. Reference is made to the full Board Statement, which will be made available in both Danish and English on Maersk Drilling’s website, investor.maerskdrilling.com, and will subsequently also be available for download via Topco’s website, www.noblecorp.com, subject to regulatory restrictions in certain jurisdictions.
Robert W. Eifler, President and Chief Executive Officer of Noble stated:
“The combination of Noble and Maersk Drilling will create a dynamic leader in offshore drilling. Together, we will have the enhanced scale and capabilities to better serve our global customers and deliver long-term value to shareholders. I am pleased to have entered this stage of the process and look forward to closing the transaction later this year.”
Advisors
Ducera Partners LLC and DNB Bank ASA are serving as financial advisors and Kirkland & Ellis LLP, Plesner Advokatpartnerselskab, and Travers Smith LLP are serving as legal counsel to Noble.
J.P. Morgan Securities plc is acting as sole financial advisor and Davis Polk & Wardwell London LLP, Gorrissen Federspiel Advokatpartnerselskab and Allen & Overy LLP are serving as legal counsel to Maersk Drilling.
For further information:
For additional information, visit www.noblecorp.com or email investors@noblecorp.com.
