NOBLE CORPORATION SH ANNOUNCEMENT – GuruFocus.com
SUGAR LAND, Texas, May 10, 2022 /PRNewswire/ — Noble Corporation (NYSE: NE, “Noble”, or the “Company”) announced that at a special general meeting of shareholders held today, shareholders approved all of the proposals related to the previously announced business combination agreement with The Drilling Company of 1972 A/S (CSE: DRLCO) (“Maersk Drilling”) announced the November 10, 2021 (the transaction”). Approximately 99% of the votes cast at the Extraordinary General Meeting were in favor of the Transaction. A Form 8-K disclosing the full voting results will be filed with the Securities and Exchange Commission. United States.
Completion of the transaction remains subject to acceptance of an exchange offer by holders of at least 80% of Maersk Drilling shares, merger approval and other regulatory approvals, listing on the NYSE and Nasdaq Copenhagen, and other customary terms.
About Noble Corporation
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 contract drilling of oil and gas wells since 1921. Currently, Noble, through its subsidiaries, provides contract drilling services with a fleet of 19 offshore drilling units , comprised of 11 drillships and 8 jackups, largely focused on ultra-deepwater, high-specification jackup drilling opportunities in established and emerging regions around the world. Additional information about Noble is available at www.noblecorp.com.
Additional information and where to find it
In connection with the proposed business combination, Noble Finco Limited (“Topco”) has filed a registration statement on Form S-4 with the SEC. The registration statement includes (1) a proxy statement of Noble which will also constitute a prospectus for Topco in connection with Topco’s issuance of Topco shares to Noble stockholders and (2) the English translation of the draft of Topco’s offer document which will be used in connection with Topco’s offer to exchange Maersk Drilling shares for Topco shares. Topco will distribute the offer document as part of the exchange offer. If Maersk Drilling and Noble proceed with the proposed transaction, Maersk Drilling and Noble also expect Topco to file an offer document with the Danish Financial Supervisory Authority (Finanstilsynet). This communication does not contain all of the information that should be taken into account regarding the proposed transaction and is not intended to form the basis of an investment decision or any other decision concerning the proposed business combination. INVESTORS AND SHAREHOLDERS ARE ADVISED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS AND THE OFFER DOCUMENT RELATING TO THE PROPOSED BUSINESS COMBINATION IN THEIR ENTIRETY, IF AND WHEN THEY BECOME AVAILABLE, AND ANY OTHER DOCUMENTS FILED BY EACH OF TOPCO AND NOBLE WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION OR INCORPORATED BY REFERENCE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TOPCO, MAERSK DRILLING AND NOBLE, THE PROPOSED BUSINESS COMBINATION AND RELATED MATTERS.
Investors and shareholders will be able to obtain free copies of the proxy statement/prospectus (if any) and all other documents filed with the SEC by Topco and Noble through the website operated by the SEC at address www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the management information circular/prospectus and other related documents on Maersk Drilling’s website at www.maerskdrilling.com or on the website of Noble at www.noblecorp.com, or upon written request to Noble at Noble Corporation, Attention: Richard B. Barker13135 Ashford Dairy, Suite 800, Sugar Land, Texas 77478.
No offer or solicitation
This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe or to purchase or an invitation to purchase or subscribe for securities or the solicitation of a vote in any jurisdiction in accordance with the proposed transaction. or otherwise, there will also be no sale, issue or transfer of securities in any jurisdiction, in each case, in violation of applicable law. No offer of securities will be made other than by means of a prospectus which satisfies the requirements of section 10 of the Securities Act and applicable European or UK regulations, as the case may be. Subject to certain exceptions to be approved by the relevant regulatory authorities or certain facts to be verified, the public offering will not be made directly or indirectly, in or to a jurisdiction where it would constitute a violation of the laws of such jurisdiction, or by the use of couriers or by any means or instrument (including, without limitation, transmission by facsimile, telephone, and Internet) of interstate or foreign commerce, or any facility of a national securities exchange, d such a jurisdiction.
This announcement is not a tender offer and this announcement does not represent a formal decision by Topco or Noble to make a tender offer within the meaning of Article 4(1) of the Danish OPA ( Executive Order No. 636 of May 15, 2020), and this formal decision by Topco to launch a public tender offer in accordance with section 4(1) of the Danish OPA is subject to the approval of a prospectus approved in accordance with Regulation (EU) No 2017/ 1129 of June 14, 2017 (the “Prospectus Regulation”) or a document that satisfies the exemptions of Article 1, paragraph 4, letter m and paragraph 5, letter e of the Prospectus Regulation, by the Danish Financial Supervisory Authority. If and when Topco officially initiates the exchange offer, it will be made in the form of an offer document to be approved by the Danish Financial Supervisory Authority in accordance with the Danish Capital Market Act ( Consolidated Law No. 1767 of November 27, 2020 on capital markets, as amended) and the Danish takeover bid.
For more information visit www.noblecorp.com or email [email protected]
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SOURCE Noble Corporation