2013-03-04 03:40:14 -
ZUG, SWITZERLAND-Transocean Ltd. (NYSE: RIG) (SIX: RIGN) today announced that
the Board of Directors has recommended certain agenda items for the 2013 Annual
General Meeting of Shareholders ("AGM"). The AGM, which will be open to
shareholders of record as of April 30, 2013, will be held at 5 p.m., CET, on May
17, 2013, in Zug, Switzerland. Additional details on the AGM will be provided
to shareholders in the company's proxy statement.
The Board of Directors is recommending that the company's shareholders approve
at the AGM a U.S. dollar-denominated dividend of $2.24 per share, or
approximately $800 million in the aggregate (based upon the number of currently
outstanding shares), out of additional paid-in capital. The Board expects that
the proposed dividend will be payable in four quarterly installments, set for
2013, September 2013, December 2013 and March 2014.
In the interest of all of its stakeholders, and in the context of a cyclical and
capital intensive industry, the Board is focused on driving long-term value
through the execution of the company's disciplined capital allocation strategy.
This strategy includes maintaining a strong, flexible balance sheet and an
investment grade rating on its debt; profitable investment in the business
through value-enhancing opportunities; and the distribution of excess cash to
The Board believes that the level of the proposed dividend supports these key
objectives and, to facilitate continued progress towards achieving its
articulated gross debt target of $7 billion to $9 billion, the company intends
to accelerate repayment of its debt with the objective of retiring approximately
$1 billion of debt in excess of existing repayment obligations by the end of
2014. Further, in recognition of the value of a sustainable return of cash to
shareholders, the Board believes that the level of the proposed dividend
establishes a basis for future increases should business conditions warrant.
The Board's decision to recommend the payment of a dividend for 2013 is based
upon the consideration of multiple factors relevant to the company's business,
including remaining uncertainties related to the Macondo well incident, the
Frade field incident in Brazil, and ongoing tax litigation in Norway.
Consistent with historical practice and in accordance with applicable law, the
Board will continue to evaluate the business and consider the distribution of
cash to shareholders on a regular basis.
In addition, the Board of Directors recommends that the company's shareholders
approve, among other items:
* The election of Frederico F. Curado as a Class II Director for a three-year
term. A Brazilian citizen, Mr. Curado has served as President and Chief
Executive Officer of Embraer S.A. (NYSE: ERJ) since April of 2008. Mr.
Curado joined Embraer in 1984 and has served in a variety of management
positions during his career, including Executive Vice President, Airline
Market from 1998 to 2007 and Executive Vice President, Planning and
Organizational Development from 1997 to 1998. Mr. Curado is also the
President of the Brazilian Chapter of the Brazil-United States Business
Counsel and a member of Brazil's National Council for Industrial
Development. Mr. Curado received his Bachelor of Science degree in
Mechanical-Aeronautical Engineering from the Instituto Tecnólogico de
Aeronáutica in Brazil, a post-graduate degree in foreign trade from the
Getúlio Vargas Foundation, Brazil and an executive Masters in Business
Administration from the University of São Paulo, Brazil. The Board of
Directors believes Mr. Curado's significant senior management experience
operating an international corporation, including experience with Brazilian
business and governmental sectors will benefit the Board's decision-making
process. The Board of Directors has concluded that Mr. Curado should be
elected to fill the currently-vacant seat on the Board of Directors.
* The re-election of Thomas W. Cason as a Class II Director for a three-year
term. Mr. Cason is a member of the Board of Directors and is a former
chairman and current member of the audit committee. Mr. Cason is an
accountant with extensive professional experience in the finance area of the
oilfield services industry, including offshore drillers, and held senior
executive positions with an oilfield services company. Mr. Cason received
his Bachelor of Science degree in Accounting from Louisiana State
University. Mr. Cason's education, professional experience and
institutional knowledge of a legacy company are distinct assets to the
Board's decision making process. The Board of Directors has concluded that
Mr. Cason should remain on the Board.
* The re-election of Steven L. Newman as a Class II Director for a three-year
term. Mr. Newman is President and Chief Executive Officer and a member of
the Board of Directors of the company. He has held several senior
management roles with the company including Executive Vice President and
Chief Operating Officer. Mr. Newman has a Bachelor of Science degree in
Petroleum Engineering from the Colorado School of Mines and an MBA from the
Harvard University Graduate School of Business. The Chief Executive Officer
provides a link between the Board and senior management and the Board
believes that this perspective on the industry and competitive matters,
among others, is important in making strategic decisions for the company.
The Board of Directors has concluded that Mr. Newman should remain on the
* The re-election of Robert M. Sprague as a Class II Director for a three-year
term. Mr. Sprague is a member of the Board of Directors of the company and
chair of the Health, Safety and Environment Committee of the Board. Most of
Mr. Sprague's professional career was spent in the oil and gas industry
working outside the United States with one of the company's customers. Mr.
Sprague received his Bachelor of Science degree and his Masters in
Electrical Engineering degree from Cornell University. In addition to
having an understanding of the technical nature of the company's operations,
and an international perspective, his experience as a customer enables him
to contribute relevant insights to Board deliberations. The Board of
Directors has concluded that Mr. Sprague should remain on the Board.
* The re-election of J. Michael Talbert as a Class II Director for a three-
year term. Mr. Talbert is Chairman of the Board of Directors of the
company. He has extensive senior executive experience in the energy sector
including serving as president of exploration and production. Mr. Talbert
is also a former Chief Executive Officer of the company. Mr. Talbert
received his Bachelor of Science degree in Chemical Engineering from the
University of Akron and his MBA from Loyola of the South. His comprehensive
understanding of the company's business and culture, and his knowledge from
the perspective of a customer, are helpful in analyzing the future direction
of the company. The Board of Directors has concluded that Mr. Talbert
should remain on the Board.
* The re-adoption of the company's authorized share capital, corresponding to
19.99% of the company's stated share capital, for a further two-year
period. The company's current authorized share capital will expire on May
In the interest of driving long-term value through a disciplined capital
allocation strategy, the company will continue its evaluation of alternative
corporate and financing structures. This includes Master Limited Partnerships
(MLP) or MLP-like structures.
Statements in this news release regarding the proposed dividend, timing of
dividend payment dates and the evaluation of the MLP and MLP-like structures, as
well as any other statements that are not historical facts, are forward-looking
statements that involve certain risks, uncertainties and assumptions. These
include but are not limited to shareholder approval, the number of shares
outstanding at the time of the payment of the dividend, exchange rates,
operating hazards and delays, actions by customers and other third parties,
actions by regulatory authorities, the future price of oil and gas, actual
revenues earned and other factors detailed in the company's most recent Form 10-
K and other filings with the Securities and Exchange Commission (SEC), which are
available free of charge on the SEC's website at www.sec.gov. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those indicated.
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,
82 mobile offshore drilling units consisting of 48 High-Specification Floaters
(Ultra-Deepwater, Deepwater and Harsh-Environment drilling rigs), 25 Midwater
Floaters and nine High-Specification Jackups. In addition, we have six Ultra-
Deepwater Drillships and three High-Specification Jackups under construction.
For more information about Transocean, please visit the website
The Company, its directors and certain of its executive officers and employees
may be deemed to be participants in the solicitation of proxies from
shareholders in connection with the Company's 2013 Annual General Meeting (the
"2013 Annual General Meeting"). The Company plans to file a proxy statement with
the SEC in connection with the solicitation of proxies for the 2013 Annual
General Meeting (the "2013 Proxy Statement"). SHAREHOLDERS ARE URGED TO READ
THE 2013 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND
ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Additional
information regarding the identity of these potential participants, none of whom
owns in excess of 1 percent of the Company's shares, and their direct or
indirect interests, by security holdings or otherwise, will be set forth in the
2013 Proxy Statement and other materials to be filed with the SEC in connection
with the 2013 Annual General Meeting. This information can also be found in the
Company's definitive proxy statement for its 2012 Annual General Meeting (the
"2012 Proxy Statement"), filed with the SEC on April 6, 2012. To the extent
holdings of the Company's securities have changed since the amounts printed in
the 2012 Proxy Statement, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC. Shareholders
will be able to obtain, free of charge, copies of the 2013 Proxy Statement and
any other documents, including the WHITE proxy card, filed by the Company with
the SEC in connection with the 2013 Annual General Meeting at the SEC's website
), or at the Company's website ( www.deepwater.com
by contacting the company by email at firstname.lastname@example.org.
In addition, copies
of the proxy materials, when available, may be requested from the Company's
proxy solicitor, Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New
York, NY 10022.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Transocean Ltd via Thomson Reuters ONE