Transocean Ltd. Announces Agreement With Icahn Group; Provides Update on MLP And Margin Improvement Efforts

GlobeNewswire

ZUG, SWITZERLAND-Transocean Ltd. (RIG) (RIGN.VX) today announced that it entered into an agreement with Carl Icahn and certain investment funds managed by Mr. Icahn (the "Icahn Group"). Under the terms of the agreement, Transocean`s Board of Directors has agreed to propose and support at the Company`s 2014 Annual General Meeting ("AGM") that the company`s shareholders approve the following:

  • A dividend out of additional paid-in capital in the amount of $3 per share, subject to applicable law;

  • The re-election of Samuel Merksamer and election of Vincent Intrieri to its Board of Directors. Mr. Merksamer is employed by Icahn Capital LP, a subsidiary of Icahn Enterprises L.P., and was elected to the Company`s Board of Directors at its 2013 annual general meeting. Mr. Intrieri has been employed by Icahn-related entities since October 1998 in various investment-related capacities; and

  • A reduction of the maximum number of directors on its Board of Directors to eleven (11) from fourteen (14). The Board previously proposed that shareholders approve a reduction in the maximum number of directors at the 2011 AGM but the presence quorum required under the Company`s articles of association was not satisfied and the proposal was not voted upon. If the required quorum at the 2014 AGM is not satisfied, the Board intends to leave three seats vacant.

As part of the agreement, and in addition to certain standstill restrictions, the Icahn Group has agreed to vote in favor of the Board`s slate of director nominees and certain other proposals Transocean`s Board may recommend at the 2014 AGM.

"We are pleased that Mr. Icahn recognizes the changes currently underway at Transocean and the continued focus of the Board and management on creating shareholder value. We anticipate that Mr. Merksamer and Mr. Intrieri will provide new perspectives and insights as the company continues to improve its long-term competitiveness and deliver value to all its stakeholders," said Steven L. Newman, President and Chief Executive Officer of Transocean Ltd.

Carl Icahn remarked, "I am pleased that the Board has agreed to add Vince Intrieri as a nominee, and to reduce the Board size to eleven and I am especially happy about the commitment to pursue a MLP, raise the dividend and increase margins by $800 million through cost cutting and increased efficiency. I believe that Transocean is now on the road to realize its great potential. We look forward to continued collaboration with the Board of Directors and management."

The agreement has been filed with the U.S. Securities and Exchange Commission as an Exhibit to a Current Report on Form 8-K and will be viewable with Transocean`s recent filings at www.sec.gov on the next trading day following this press release and immediately through the company`s website, www.deepwater.com by selecting the Investor Relations tab.

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