2013-05-09 13:08:01 -
Transocean Ltd. /
Leading European and US Proxy Advisors Support All Five of Transocean's Board
Nominees and $2.24 per Share Dividend Proposal
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The issuer is solely responsible for the content of this announcement.
ZUG, SWITZERLAND--(Marketwired - May 9, 2013) - Transocean Ltd. (NYSE: RIG)
(SIX: RIGN) today commented on reports issued by leading independent research
and proxy advisory services Pensions & Investment Research Consultants Limited
("PIRC") and Egan-Jones Proxy Services ("Egan-Jones") recommending that
shareholders vote FOR all five Transocean Director nominees and FOR the
company's proposed $2.24 per share dividend, or approximately $800 million in
the aggregate, at the company's Annual General Meeting ("AGM"), which will be
held on May 17, 2013. Additionally, both advisory services support the company's
proposal to renew its
authority to issue shares out of its authorized share
capital. The company issued the following statement in response to the PIRC and
We are pleased with PIRC's and Egan-Jones' recommendation supporting all five
Transocean Director nominees, who have played a key role in developing and
implementing the operational, asset and capital strategies that we believe will
maximize shareholder value. As we have stated before, we believe Mr. Icahn's
Director nominees have no real plan for the company other than issuing an overly
aggressive dividend that we believe would put the company's credit rating at
Supporting this assertion, the Egan-Jones report states: "Our belief is that the
dissidents have provided no specific, persuasive plans and no substantive new
ideas or valid reasons to change the Company's strategic direction that will
enhance the Company's stockholder value," and "It is our opinion that, as a
group, the dissidents' nominees lack skills and experience relevant to the
Company and its business, and therefore suffer by comparison with the members of
the current board and nominees." Shareholders are reminded that Transocean has a
clearly articulated plan for creating shareholder value, including a plan to
reduce costs, which was further outlined to investors in its April 30, 2013
Furthermore, in its report PIRC highlights the lack of independence among Mr.
Icahn's nominees, stating: "None of the Icahn Group's nominees are considered
independent as they are related to the Icahn Group and have also worked
together." We fully agree and continue to believe that, based upon the nominees'
current and past associations with Mr. Icahn, they are handpicked to pursue what
the Board believes to be a misguided agenda that will compromise Transocean's
Transocean is also pleased with PIRC's and Egan-Jones' support for the company's
$2.24 per share dividend proposal. We believe the favorable recommendations for
the company's proposed dividend reaffirm our prudent, balanced approach to value
creation and underscore the company's view that Mr. Icahn lacks an understanding
of the cyclical and capital-intensive nature of the offshore drilling industry
and of the remaining litigation uncertainties that the company faces.
The capital allocation plan articulated by Transocean's Board has strong support
among shareholders, the equity research community and all leading proxy advisory
firms. These parties understand the importance of financial flexibility in a
capital intensive and cyclical industry and how the loss of this flexibility
could hinder the company's ability to create value for its shareholders.
The company urges shareholders to decisively defeat Mr. Icahn's Director
nominees by voting "FOR" all five of Transocean's highly-qualified director
nominees: Frederico F. Curado, Thomas W. Cason, Steven L. Newman, Robert M.
Sprague and J. Michael Talbert. Each of the company's Director nominees possess
the deep, relevant expertise and the history of achievement necessary to
continue to execute strategies that better position the company on the right
path forward to maximize long-term value. Transocean's Board of Directors and
management remain committed to maximizing long-term shareholder value by
maintaining a strong, flexible balance sheet, characterized by an investment
grade rating on the company's debt; disciplined, high-return investment in the
business; and a sustainable return of capital to shareholders with the goal of
future increases in distributions once litigation uncertainties diminish.
Transocean's approach to corporate governance is to regularly infuse fresh
perspectives into an experienced and knowledgeable Board. This approach is
evidenced by the nomination of Frederico F. Curado and the fact that six of the
12 independent directors have been added to the Board in the last two years.
Management and the Board encourage shareholders to vote "FOR" Transocean's $2.24
per share dividend proposal, which we believe would represent one of the
industry's highest payout ratios and dividend yields. Further, the company's
dividend proposal aligns with Transocean's capital allocation strategy of
maintaining a strong, flexible balance sheet, as reflected by an investment
grade rating on its debt; disciplined, high-return investment in the business;
and distribution of excess cash to shareholders.
Shareholders are encouraged to vote "FOR" all of the company's proposals
including the $2.24 per share dividend, the election of our five Director
nominees, and the re-adoption of Board authority to issue shares out of the
company's authorized share capital by promptly using the company's WHITE proxy
card. Shareholders may review supplemental information on the proposals by
visiting www.transoceanvalue.com. Shareholders who have questions about how to
vote their shares, or need additional assistance, should contact Transocean's
proxy solicitor, Innisfree M&A Incorporated, toll-free at 1-877-456-3507 (toll-
free from the US and Canada) or +1 412-232-3651 (from other
countries). Shareholders in the EU may also call Lake Isle M&A Incorporated,
Innisfree's UK subsidiary, free-phone at 00 800 7710 9970, or direct at
+44 20 7710 9960.
Shareholders can hear Marty McNamara, Chairman of Transocean's Corporate
Governance Committee describe the thorough selection process used by the company
to select new Board candidates, along with the company's other corporate
governance practices, by accessing the video here:
Further supporting Transocean's capital allocation position, a video message
from Executive Vice President and Chief Financial Officer, Esa Ikäheimonen, can
be viewed here: transoceanvalue.com/2013/04/25/video-esa-ikaheimonen/
Transocean is a leading international provider of offshore contract drilling
services for oil and gas wells. The company specializes in technically demanding
sectors of the global offshore drilling business with a particular focus on
deepwater and harsh environment drilling services, and believes that it operates
one of the most versatile offshore drilling fleets in the world.
Transocean owns or has partial ownership interests in, and operates a fleet of,
83 mobile offshore drilling units consisting of 48 High-Specification Floaters
(Ultra-Deepwater, Deepwater and Harsh-Environment drilling rigs), 25 Midwater
Floaters and 10 High-Specification Jackups. In addition, we have six Ultra-
Deepwater Drillships and two High-Specification Jackups under construction.
For more information about Transocean, please visit the website
www.transoceanvalue.com or www.deepwater.com.
Statements included in this press release, including, but not limited to, those
regarding the proposed dividend, the company's capital allocation strategy,
value-creating objectives and sustainability of potential future distributions,
that are not historical facts, are forward-looking statements that involve
certain assumptions and uncertainties. These statements are based on currently
available competitive, financial, and economic data along with our current
operating plans and involve risks and uncertainties including, but not limited
to, shareholder approval, market conditions, Transocean's results of operations,
the effect and results of litigation, assessments and contingencies, and other
factors detailed in "Risk Factors" in the company's most recently filed Annual
Report on Form 10-K, and elsewhere in Transocean's filings with the Securities
and Exchange Commission. Should one or more of these risks or uncertainties
materialize (or the other consequences of such a development worsen), or should
underlying assumptions prove incorrect, actual outcomes may vary materially from
those expressed or implied by such forward-looking statements. Transocean
disclaims any intention or obligation to update publicly or revise such
statements, whether as a result of new information, future events or otherwise.
This press release or referenced documents does not constitute an offer to sell,
or a solicitation of an offer to buy, any securities, and it does not constitute
an offering prospectus within the meaning of article 652a or article 1156 of the
Swiss Code of Obligations or a listing prospectus within the meaning of the
listing rules of the SIX Swiss Exchange. Investors must rely on their own
evaluation of Transocean Ltd. and its securities, including the merits and risks
involved. Nothing contained herein is, or shall be relied on as, a promise or
representation as to the future performance of Transocean Ltd.
Guy A. Cantwell
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Source: Transocean Ltd. via Thomson Reuters ONE