SUGAR LAND, Texas, July 25, 2024 /PRNewswire/ -- Noble Corporation
plc ("Noble") (CSE: NOBLE, NYSE: NE) and Diamond Offshore Drilling,
Inc. ("Diamond") (NYSE: DO) announced today that the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, in
relation to the pending merger between Noble and Diamond, expired
at 11:59 ET on July 24, 2024. Completion of the
transaction is subject to the satisfaction of the remaining
customary closing conditions, including approval by Diamond's
stockholders and the receipt of informal clearance by the
Australian Competition & Consumer Commission. A special meeting
of Diamond stockholders to vote on the transaction is currently
scheduled for 8:30 a.m. CDT on
August 27, 2024.
About Noble Corporation plc
Noble is a leading
offshore drilling contractor for the oil and gas industry.
The Company owns and operates one of the most modern, versatile,
and technically advanced fleets in the offshore drilling
industry. Noble and its predecessors have been engaged in the
contract drilling of oil and gas wells since 1921. Noble
performs, through its subsidiaries, contract drilling services with
a fleet of offshore drilling units focused largely on
ultra-deepwater and high specification jackup drilling
opportunities in both established and emerging regions
worldwide. For further information visit www.noblecorp.com or
email investors@noblecorp.com.
About Diamond Offshore Drilling, Inc.
Diamond Offshore
is a leader in offshore drilling, providing innovation, thought
leadership and contract drilling services to solve complex
deepwater challenges around the globe. Additional information and
access to the Company's SEC filings are available
at http://www.diamondoffshore.com.
Forward-Looking Statements
This communication includes
"forward-looking statements" within the meaning of U.S. federal
securities laws, including Section 27A of the Securities Act of
1933, as amended and Section 21E of the Securities Exchange Act, of
1934, as amended. You can identify these statements and other
forward-looking statements in this document by words such as
"expects," "continue," "focus," "intends," "anticipates," "plans,"
"targets," "poised," "advances," "drives," "aims," "forecasts,"
"believes," "approaches," "seeks," "schedules," "estimates,"
"positions," "pursues," "progress," "may," "can," "could,"
"should," "will," "budgets," "possible," "outlook," "trends,"
"guidance," "commits," "on track," "objectives," "goals,"
"projects," "strategies," "opportunities," "potential,"
"ambitions," "aspires" and similar expressions, and variations or
negatives of these words, but not all forward-looking statements
include such words. Forward-looking statements by their nature
address matters that are, to different degrees, uncertain, such as
statements about the consummation of the pending transaction
between Noble and Diamond (the "Transaction"), including the
expected time period to consummate the Transaction, and the
anticipated benefits (including synergies and free cash flow
accretion) of the Transaction, and planned dividends. All such
forward-looking statements are based upon current plans, estimates,
expectations and ambitions that are subject to risks, uncertainties
and assumptions, many of which are beyond the control of Noble and
Diamond, that could cause actual results to differ materially from
those expressed in such forward-looking statements. Key factors
that could cause actual results to differ materially include, but
are not limited to the risk that regulatory approval in
Australia is not obtained or are
obtained subject to conditions that are not anticipated by Noble
and Diamond; uncertainties as to whether the Transaction will be
consummated on the anticipated timing or at all, or if consummated,
will achieve its anticipated economic benefits; Noble's ability to
integrate Diamond's operations in a successful manner and in the
expected time period; the possibility that any of the anticipated
benefits and projected synergies of the Transaction will not be
realized or will not be realized within the expected time period;
the occurrence of any event, change or other circumstance that
could give rise to the termination of the merger agreement; risks
that the anticipated tax treatment of the Transaction is not
obtained; unforeseen or unknown liabilities; customer, shareholder,
regulatory and other stakeholder approvals and support; unexpected
future capital expenditures; potential litigation relating to the
Transaction that could be instituted against Noble or Diamond or
their respective directors; the possibility that the Transaction
may be more expensive to complete than anticipated, including as a
result of unexpected factors or events; the effect of the pendency
or completion of Transaction on the parties' business relationships
and business generally; risks that the Transaction disrupts current
plans and operations of Noble or Diamond, as well as the risk of
disruption of Noble's or Diamond's management and business
disruption during the pendency of, or following, the Transaction;
changes in commodity prices; negative effects of the announcement
of the Transaction, and the pendency or completion of the
Transaction on the market price of Noble's or Diamond's common
stock and/or operating results; rating agency actions and Noble's
and Diamond's ability to access debt markets on a timely and
affordable basis; decline in the price of oil or gas, reduced
demand for oil and gas products and increased regulation of
drilling and production, price competition and cyclicality in the
offshore drilling industry, offshore rig supply, dayrates and
demand for rigs, contract duration, renewal, terminations and
repricing, national oil companies and governmental clients,
contract backlog, customer and geographic concentration,
operational hazards and risks, labor force unionization, labor
interruptions and labor regulations, major natural disasters,
catastrophic event, acts of war, terrorism or social unrest,
pandemic, or other similar event, joint ventures as well as
investments in associates, international operations and related
mobilization and demobilization of rigs, operational interruptions,
delays, upgrades, refurbishment and repair of rigs and any related
delays and cost overruns or reduced payment of dayrates, impacts of
inflation, renewal of insurance, protection of sensitive
information, operational technology systems and critical data, the
ability to attract and retain skilled personnel or the increased
cost in doing so, supplier capacity constraints or shortages in
parts or equipment, supplier production disruptions, supplier
quality and sourcing issues or price increases, future mergers,
acquisitions or dispositions of businesses or assets or other
strategic transactions, hurricanes and windstorm damage, responding
to energy rebalancing, non-performance of suppliers or third-party
subcontractors, increasing attention to environmental, social and
governance matters, including climate change; the effects of
industry, market, economic, political or regulatory conditions
outside of Noble's or Diamond's control; and the risks described in
Part I, Item 1A "Risk Factors" of (i) Noble's Annual Report on Form
10-K for the year ended December 31,
2023 and (ii) Diamond's Annual Report on Form 10-K for the
year ended December 31, 2023, and, in
each case, in subsequent filings with the U.S. Securities and
Exchange Commission ("SEC"). Other unpredictable or factors not
discussed in this communication could also have material adverse
effects on forward-looking statements. Neither Noble nor Diamond
assumes an obligation to update any forward-looking statements,
except as required by law. You are cautioned not to place undue
reliance on any of these forward-looking statements as they are not
guarantees of future performance or outcomes and that actual
performance and outcomes. These forward-looking statements speak
only as of the date hereof. With respect to our capital allocation
policy, distributions to shareholders in the form of either
dividends or share buybacks are subject to the Board of Directors'
assessment of factors such as business development, growth
strategy, current leverage and financing needs. There can be no
assurance that a dividend will be declared or continued.
No Offer or Solicitation
This communication relates to
the Transaction between Noble and Diamond. This communication is
for informational purposes only and is not intended to and does not
constitute an offer to sell or the solicitation of an offer to sell
or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval, in any jurisdiction, pursuant
to the Transaction or otherwise, nor shall there be any sale,
issuance, exchange or transfer of the securities referred to in
this document in any jurisdiction in contravention of applicable
law. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and otherwise in accordance with
applicable law.
Important Additional Information
In connection with
the Transaction, Noble filed with the SEC a registration statement
on Form S-4 (the "Registration Statement") containing a preliminary
proxy statement of Diamond and a preliminary prospectus of Noble
(the "Proxy Statement/Prospectus"). The Registration Statement was
declared effective by the SEC on July 25,
2024. Noble filed a final prospectus on July 25, 2024, and Diamond filed a definitive
proxy statement on July 25, 2024.
Diamond commenced mailing of the Proxy Statement/Prospectus to
Diamond stockholders on or about July 25,
2024. The Transaction will be submitted to Diamond's
stockholders for their consideration at a special meeting on
August 27, 2024. Noble and Diamond
may also file other documents with the SEC regarding the
Transaction. This document is not a substitute for the Registration
Statement or the Proxy Statement/Prospectus that have been filed
with the SEC or any other documents that Noble and Diamond may file
with the SEC or send to shareholders of Noble and stockholders of
Diamond in connection with the Transaction. INVESTORS AND
SECURITY HOLDERS OF NOBLE AND DIAMOND ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING
THE TRANSACTION THAT HAVE BEEN FILED WITH THE SEC AND ALL OTHER
RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT NOBLE AND DIAMOND, THE
TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.
Investors and security holders will be able to obtain free
copies of the Registration Statement and the Proxy
Statement/Prospectus and all other documents filed or that will be
filed with the SEC by Noble and Diamond through the website
maintained by the SEC at http://www.sec.gov. Copies of
documents filed with the SEC by Noble will be made available free
of charge on Noble's website at
https://investors.noblecorp.com, under the "Investors" tab,
or by directing a request to Investor Relations, Noble Corporation
plc, 13135 Dairy Ashford, Suite 800, Sugar Land, Texas, 77478 , Tel. No. (713)
239-6507. Copies of documents filed with the SEC by Diamond will be
made available free of charge on Diamond's website at
https://investor.diamondoffshore.com under the
"Investor Relations" tab or by directing a request to Investor
Relations, Diamond Drilling, Inc.,
777 N. Eldridge Parkway, Suite 1100, Houston, Texas 77079, Tel. No. (281)
647-4035.
Participants in the Solicitation
Noble, Diamond, and
their respective directors and executive officers and other members
of management and employees may be deemed to be participants in the
solicitation of proxies in respect to the Transaction.
Information about the directors and executive officers of Noble
is set forth in: (i) Noble's proxy statement for its 2024 annual
meeting, including under the headings "Resolutions 1, 2 ,3, 4 ,5
,6, 7 & 8" and "Compensation Discussion and Analysis," filed
with the SEC on April 10, 2024 and
available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/1895262/000119312524091850/d807356ddef14a.htm, (ii)
Noble's Annual Report on Form 10-K for the year ended December 31, 2023, including under the headings
"Item 10. Directors, Executive Officers and Corporate Governance,"
"Item 11. Executive Compensation," "Item 12. Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder
Matters," and "Item 13. Certain Relationships and Related
Transactions, and Director Independence," filed with the SEC on
February 23, 2024 and available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/1895262/000162828024006622/ne-20231231.htm,
(iii) Noble's Current Report on Form 8-K filed with the SEC on
March 15, 2024 and available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/949039/000119312524068298/d810669d8k.htm and
(iv) subsequent statements of changes in beneficial ownership on
file with the SEC.
Information about the directors and executive officers of
Diamond is set forth in Diamond's proxy statement for its 2024
annual meeting, including under the headings "Election of Directors
(Proposal No. 1)," "Compensation Discussion and Analysis,"
"Executive Compensation," and "Stock Ownership of Management and
Directors," filed with the SEC on March 28,
2024 and available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/949039/000119312524080696/d882683ddef14a.htm, (ii)
Diamond's Annual Report on Form 10-K for the year ended
December 31, 2023, including under
the headings "Item 10. Directors, Executive Officers and
Corporate Governance," "Item 11. Executive Compensation," "Item 12.
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters," and "Item 13. Certain Relationships
and Related Transactions, and Director Independence," filed with
the SEC on February 28, 2024 and
available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/949039/000095017024022282/do-20231231.htm
and (iii) subsequent statements of changes in beneficial ownership
on file with the SEC.
Additional information regarding the potential participants and
their direct or indirect interests (by security holdings or
otherwise) is set forth under the headings "Interests of Directors
and Executive Officers of Diamond Offshore in the Transactions" on
page 97, "Share Ownership of Directors, Executive Officers and
Certain Beneficial Owners of Diamond Offshore" on page 102 and
"Security Ownership of Directors and Executive Officers" on page
102 of the definitive proxy statement filed by Diamond on
July 25, 2024 and available at
https://bit.ly/3WhkDLD. Additional information may be included in
other relevant materials to be filed with the SEC when they become
available. These documents can be obtained free of charge from the
SEC's website at www.sec.gov.
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