Noble Corporation plc: Publication of Offer Document
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
Publication of offer document for the voluntary public share exchange offer to the shareholders of
The full terms, conditions and essential elements of the Exchange Offer are contained within the Offer Document, which is available for download via Topco's website www.noblecorp.com, subject to regulatory restrictions in certain jurisdictions. The shareholders of Maersk Drilling ("Maersk Drilling Shareholders") are also urged to read the exemption document prepared in accordance with the exemptions in Articles 1(4)(f) and 1(5)(e) of Regulation (EU) 2017/1129 of the
Furthermore, the board of directors of Maersk Drilling will publish a statement pursuant to section 22 of the Danish Takeover Order regarding the Exchange Offer (the "Board Statement"). As will be further described in the Board Statement, the board of directors of Maersk Drilling has unanimously decided to recommend that the Maersk Drilling Shareholders accept the Exchange Offer. Reference is made to the full Board Statement which will be made available in both Danish and English on Maersk Drilling's website, investor.maerskdrilling.com, and will subsequently also be available for download via Topco's website, www.noblecorp.com, subject to regulatory restrictions in certain jurisdictions.
The Exchange Offer is valid as of
The final result of the Exchange Offer will be published within three business days after the expiry of the Offer Period in accordance with section 21(3) of the Danish Takeover Order.
"The combination of Noble and Maersk Drilling will create a dynamic leader in offshore drilling. Together, we will have the enhanced scale and capabilities to better serve our global customers and deliver long-term value to shareholders. I am pleased to have entered this stage of the process and look forward to closing the transaction later this year."
Summary of the Exchange Offer
- Topco is offering 1.6137 newly and validly issued, fully paid and non-assessable A ordinary shares of
USD 0.00001each of Topco, rounded down to the nearest whole number and delivered in the form of share entitlements, (the "Topco Offer Shares") as the Share Consideration (as defined below) for each tendered share in Maersk Drilling (each, a "Maersk Drilling Share").
- In addition, Topco is offering each Maersk Drilling shareholder the opportunity to elect to receive Cash Consideration (as defined below) in lieu of their entitlement to certain Topco shares, up to the amount of
USD 1,000per Maersk Drilling shareholder, payable in DKK, subject to an aggregate cash consideration cap of USD 50 million.
- The Exchange Offer is subject to certain conditions, including the receipt of approval from the
UK Competitionand Markets Authority and Topco having obtained acceptances, or otherwise having acquired shares, representing at least 80% of the outstanding share capital and voting rights of Maersk Drilling, excluding any Maersk Drilling treasury shares.
- The board of directors of Maersk Drilling unanimously recommends that the Maersk Drilling Shareholders accept the Exchange Offer.
APMH Invest A/S("APMH Invest"), holding approximately 42% of Maersk Drilling's total share capital and voting rights, has irrevocably undertaken to accept the Exchange Offer and A.P. Møllerog Hustru Chastine Mc-Kinney Møllers Familiefond and Den A.P. Møllerske Støttefond, together holding approximately 12% of Maersk Drilling's total share capital and voting rights, have expressed their intention to accept the Exchange Offer.
- Topco intends to take the steps necessary for all shares of Topco to be admitted to trading and official listing on Nasdaq Copenhagen and to be listed on the NYSE.
Topco will be offering 1.6137 newly and validly issued, fully paid and non-assessable Topco Offer Shares, delivered in the form of share entitlements, as the share consideration for each tendered Maersk Drilling Share (the "Share Consideration").
The Topco Offer Shares delivered in the Exchange Offer represent share entitlements credited to the account of
Topco is also offering each Maersk Drilling Shareholder the opportunity to elect to receive Cash Consideration (the "Cash Election"). To the extent a Maersk Drilling Shareholder makes a Cash Election, the Cash Consideration will be the amount of
Conditions to the Exchange Offer
Completion of the Exchange Offer is subject to certain conditions, which include the receipt of approval from the
Declarations from Maersk Drilling Shareholders
APMH Invest which holds approximately 42% of the issued and outstanding Maersk Drilling Shares, has entered into an irrevocable undertaking (the "Undertaking") with Noble, Topco and Maersk Drilling, pursuant to which APMH Invest has, among other things, agreed to: (a) accept the Exchange Offer in respect of the Maersk Drilling Shares that it owns and not withdraw such acceptance; (b) waive the right to receive any Cash Consideration in the Exchange Offer; (c) not vote in favor of any resolution to approve a competing alternative proposal; and (d) subject to certain exceptions, be bound by certain transfer restrictions with respect to the Maersk Drilling Shares that it owns. However, the Undertaking may lapse under certain specific circumstances as further set out in the Offer Document and Exemption Document.
Acceptance of the Exchange Offer
Acceptance of the Exchange Offer must be received by Danske Bank A/S (in its capacity as settlement agent for the Exchange Offer) through the Maersk Drilling Shareholder's own account holding institution prior to the expiration of the Offer Period (subject to any extension of the Offer Period in accordance with the terms and conditions of the Exchange Offer).
Maersk Drilling Shareholders wishing to accept the Exchange Offer may use the acceptance form attached to the Offer Document. Maersk Drilling Shareholders may also be able to tender Maersk Drilling Shares online via their account holding institution's web bank solution. Additional information concerning the acceptance procedure for the Exchange Offer is included in the Offer Document.
The time until which notification of acceptance to the account holding institution may be given will depend upon the respective Maersk Drilling Shareholder's agreement with, and the rules and procedures of, the relevant account holding institution and may be earlier than the last day of the Offer Period.
The use of interim acceptance shares in the Exchange Offer
In order to allow the Maersk Drilling Shareholders to continue to trade their interests in their Maersk Drilling Shares after tendering their Maersk Drilling Shares in the Exchange Offer, and to facilitate the technical aspects of settlement of the Exchange Offer, Acceptance Shares and Cash Acceptance Shares, as applicable, will be issued and allocated to tendering Maersk Drilling Shareholders.
Upon acceptance of the Exchange Offer, all Maersk Drilling Shares validly tendered in the Exchange Offer will be transferred to a separate securities account with Euronext Securities Copenhagen in the name of Danske Bank A/S and a specific transfer restriction with respect to such tendered Maersk Drilling Shares will be entered into the book-entry account system.
Simultaneously, a number of interim acceptance shares corresponding to such number of Maersk Drilling Shares tendered in the Exchange Offer will be recorded on each respective Maersk Drilling Shareholder's account with Euronext Securities Copenhagen and issued in the interim ISIN code DK0061803103 (the "Acceptance Shares"). Each Acceptance Share received by Maersk Drilling Shareholders represents the right to receive 1.6137 Topco Offer Shares (rounded down to the nearest whole number) upon completion of the Exchange Offer.
Following expiration of the Offer Period, the holders of Acceptance Shares (the "Acceptance Share Holders"), may, during a period commencing on 12 September 2022 and ending on
The Acceptance Shares have been approved for trading on Nasdaq Copenhagen in the interim ISIN code DK0061803103 under the symbol "DC accept shares" during the period commencing on 10 August 2022 at
On the date of settlement of the Exchange Offer, the Acceptance Shares will automatically be exchanged for A ordinary shares of Topco (in the form of share entitlements) at the Exchange Ratio in accordance with the terms and conditions of the Exchange Offer and the Cash Acceptance Shares will be automatically exchanged for Cash Consideration. In connection with the Acceptance Shares being automatically exchanged for A ordinary shares of Topco (in the form of share entitlements) and the Cash Acceptance Shares being automatically exchanged for Cash Consideration, the Acceptance Shares and the Cash Acceptance Shares will cease to exist.
In case of fractions of A ordinary shares of Topco (in the form of share entitlements), the number of A ordinary shares (in the form of share entitlements) such Acceptance Share Holder shall receive under the Exchange Offer will be rounded down to the nearest whole number of A ordinary shares (in the form of share entitlements), and any entitlement to fractional A ordinary shares of Topco (in the form of share entitlements) will be settled in cash.
The A ordinary shares of Topco to be delivered as Share Consideration in the Exchange Offer will be delivered in the form of share entitlements book-entered in the Euronext Securities Copenhagen securities system, representing A ordinary shares in Topco, credited to the account of
As the Acceptance Shares and Cash Acceptance Shares are admitted to trading on Nasdaq Copenhagen, acceptances tendered early in the Offer Period will not restrict Maersk Drilling Shareholders from trading their interests in their Maersk Drilling Shares (in the form of trading Acceptance Shares or Cash Acceptance Shares, as applicable).
The issuance of Acceptance Shares and Cash Acceptance Shares and the process for exercising the Cash Election is a technical procedure required to facilitate settlement of the Exchange Offer and is part of the settlement of the Exchange Offer. At the time when the Acceptance Share Holders are afforded the opportunity to exercise the Cash Election as described herein, the Offer Period will have ended, and all Acceptance Share Holders will be bound by their acceptance of the Exchange Offer.
Until settlement of the Exchange Offer, the liquidity and market prices of the Acceptance Shares and the Cash Acceptance Shares under the interim ISIN codes may be substantially different from the liquidity and market price of the Maersk Drilling shares. All dealings in the Acceptance Shares and the Cash Acceptance Shares prior to settlement of the Exchange Offer will be for the account of, and at the sole risk of, the parties involved.
If Topco does not complete the Exchange Offer, any Acceptance Shares and/or Cash Acceptance Shares held will be exchanged back into a corresponding number of Maersk Drilling Shares in the individual holders of Acceptance Shares and Cash Acceptances Shares' book-entry securities accounts with Euronext Securities Copenhagen as soon as technically possible after a notification by Topco that it will not complete the Exchange Offer. In such case, no compensation will be paid to holders of Acceptance Shares or Cash Acceptance Shares.
The value of the Acceptance Shares and the Cash Acceptance Shares depends on the market price of the Maersk Drilling Shares and the expected market price of the Topco Shares, and, with respect to the Cash Acceptance Shares, the Cash Consideration expected to be payable in the Exchange Offer. Ultimately, the market price of the Acceptance Shares and Cash Acceptance will be dependent on the price attributed to the Acceptance Shares and Cash Acceptance Shares by the market and no stabilisation will be conducted in connection with the Exchange Offer. A decline in the market price of the Maersk Drilling shares could have an adverse effect on the value and market price of the Acceptance Shares and the Cash Acceptance Shares.
The market for the Acceptance Shares and the Cash Acceptance Shares may be limited and may only offer limited liquidity, and if a trading market develops, the price of the Acceptance Shares and the Cash Acceptance Shares may be subject to greater or lower volatility. This could make it difficult for individual holders to sell their Acceptance Shares and/or the Cash Acceptance Shares.
Admission to trading and official listing of the shares of Topco
Topco intends to take the steps necessary for all shares of Topco (which for the purpose of the admission to trading and official listing on
In addition, Topco also intends to take the steps necessary for all shares of Topco to be listed on the
Upon the consummation of the Exchange Offer, if more than 90% of the issued and outstanding Maersk Drilling Shares, including the attaching voting rights, are acquired by Topco, Topco will redeem any Maersk Drilling Shares not exchanged in the Exchange Offer by Topco for, at the election of the holder, either Topco Shares or cash (or, for those holders that do not make an election, only cash) under Danish law by way of a compulsory purchase.
Topco intends to delist the Maersk Drilling Shares from Nasdaq Copenhagen at an appropriate time (including, to the extent permitted by Nasdaq Copenhagen, if upon completion of the Exchange Offer, Topco holds less than 90% of all Maersk Drilling Shares and voting rights of Maersk Drilling, excluding any treasury shares held by Maersk Drilling). If delisting is achieved, Topco will in due course initiate amendments to the articles of association of Maersk Drilling to reflect that Maersk Drilling is no longer listed on Nasdaq Copenhagen.
Timetable for the Exchange Offer
The following timetable sets forth certain key dates relating to the Exchange Offer, provided that the Offer Period has not been extended in accordance with the terms and conditions of the Exchange Offer:
Commencement of Offer Period
First day of trading of the Acceptance Shares on Nasdaq Copenhagen
Expected expiration of the Offer Period (subject to extension of the Offer Period)
8 September 2022
Expected publication of the Listing Prospectus
Latest expected announcement of an extension, withdrawal or satisfaction of the
Commencement of the period for holders of Acceptance Shares to make Cash Elections
First day of trading of the Cash Acceptance Shares
Announcement of the final result of the Exchange Offer
Expiration of the period for holders of Acceptance Share to make Cash Elections
Last day of trading of Acceptance Shares and Cash Acceptance Shares
Completion of the Exchange Offer by the issuance by Euronext Securities Copenhagen
First day of trading of the shares of Topco in the form of share entitlements on Nasdaq Copenhagen
The timetable above is subject to change, including in the event that the Offer Period is extended in accordance with the terms and conditions of the Exchange Offer. Any such changes will be announced as company announcements and/or as a supplement to the Offer Document.
This announcement has been prepared both in English and Danish. In the event of any discrepancies between the English and Danish version, the Danish version shall prevail.
Topco is a public limited company formed under the laws of
Noble (NYSE: NE) is a leading offshore drilling contractor for the oil and gas industry. Noble 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. Currently, Noble performs, through its subsidiaries, contract drilling services focused largely on ultra-deepwater and high-specification jackup drilling opportunities in both established and emerging regions worldwide. Additional information on Noble is available at www.noblecorp.com.
About Maersk Drilling
With 50 years of experience operating in the most challenging offshore environments, Maersk Drilling (CSE:DRLCO) provides responsible drilling services to energy companies worldwide. Headquartered in
In connection with the proposed business combination transaction, Topco filed a registration statement on Form S-4 with the
INVESTORS AND SHAREHOLDERS OF MAERSK DRILLING ARE URGED TO READ THE PROSPECTUS, THE EXEMPTION DOCUMENT AND THE OFFER DOCUMENT, AS WELL AS OTHER DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH THE SEC OR THE DANISH FINANCIAL SUPERVISORY AUTHORITY OR PUBLISHED ON TOPCO'S WEBSITE AT WWW.NOBLECORP.COM REGARDING THE PROPOSED BUSINESS COMBINATION TRANSACTION BETWEEN NOBLE AND MAERSK DRILLING AND THE EXCHANGE OFFER BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.
You may also obtain a free copy of the Prospectus, an English translation of the Offer Document setting out the full terms and conditions to the Exchange Offer, and other related documents filed by Topco with the
This announcement is for information purposes only and does not constitute or contain any invitation, solicitation, recommendation, offer or advice to any person to subscribe for or otherwise acquire or dispose of any securities of Noble, Maersk Drilling or Topco. Final terms and further provisions regarding the Exchange Offer are disclosed in the Offer Document, the Exemption Document and in documents filed or that will be filed with the
Unless required by mandatory law, no action has been or will be taken in any jurisdiction other than
In any member state of the European Economic Area other than
This announcement, including any attachments hereto, has been prepared on the basis that all offers of Topco Offer Shares, Acceptance Shares and Cash Acceptance Shares offered in the Exchange Offer, other than the offer contemplated in
The Topco Offer Shares, the Acceptance Shares and the Cash Acceptance Shares offered in the Exchange Offer have not been, and will not be, offered to the public in any Relevant State. Notwithstanding the foregoing, an offering of the Topco Offer Shares, the Acceptance Shares and the Cash Acceptance Shares offered in the Exchange Offer may be made in a Relevant State: (i) to any qualified investor as defined in the Prospectus Regulation; (ii) to fewer than 150 natural or legal persons per Relevant State (other than qualified investors as defined in the Prospectus Regulation); (iii) to investors who acquire Topco Offer Shares, Acceptance Shares and Cash Acceptance Shares for a total consideration of at least
For the purposes of the foregoing paragraph, the expression an "offer to the public" in relation to any Topco Offer Shares, Acceptance Shares or Cash Acceptance Shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the Exchange Offer as to enable an investor to decide to participate in the Exchange Offer.
The Exchange Offer and this announcement, including any attachments hereto, are subject to the laws of
The Exchange Offer is being made in the
The Exchange Offer is made to Maersk Drilling Shareholders who are residing in
In addition, the procedures for the tender of Maersk Drilling Shares and settlement of the consideration due to each Maersk Drilling Shareholder who accepts the Exchange Offer will be carried out in accordance with the rules applicable in
This announcement, including any attachments hereto, does not comprise a prospectus for the purposes of the
If Topco obtains the requisite number of Maersk Drilling Shares, each Maersk Drilling Shareholder residing in the
The Exchange Offer is not being made, and the Maersk Drilling Shares will not be accepted for purchase from or on behalf of persons, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the Offer Document and/or the Exemption Document. Persons obtaining the Offer Document and/or the Exemption Document and/or into whose possession the Offer Document and/or the Exemption Document comes are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents. Neither Topco nor any of its advisors accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who intends to forward the Offer Document and/or the Exemption Document or any related document to any jurisdiction outside
Any failure to comply with these restrictions may constitute a violation of applicable securities laws. It is the responsibility of all persons obtaining the Offer Document, the Acceptance Form included as Appendix 1 in the Offer Document, the Exemption Document and/or other documents relating to the Offer Document and/or the Exemption Document or to the Exchange Offer or into whose possession such documents otherwise come, to inform themselves of and observe all such restrictions. Any recipient of the Offer Document and/or the Exemption Document who is in any doubt in relation to these restrictions should consult his or her professional advisors in the relevant jurisdiction. Neither Topco nor the financial advisors to Noble accept or assume any responsibility or liability for any violation by any person whomsoever of any such restriction.
In accordance with normal Danish practice and subject to the requirements of Danish law, Topco or any entity acting in concert with Topco and any of their respective nominees or brokers (acting as agents or in a similar capacity), may from time to time make certain purchases of, or arrangements to purchase, Maersk Drilling Shares or securities that are convertible into, exchangeable for or exercisable for Maersk Drilling Shares outside the Exchange Offer, before or during the period in which the Exchange Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, in each case to the extent permissible under law (include Rule 14e-5 under the Exchange Act). Any information about such purchases will be announced through
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
Certain statements in this announcement, including any attachments hereto, may constitute forward-looking statements.
Forward-looking statements are statements (other than statements of historical fact) relating to future events and Noble and its subsidiaries (collectively, the "Noble Group"), Maersk Drilling and its subsidiaries (the "
Although Topco believes that the expectations reflected in these forward-looking statements are reasonable as of the date of this announcement, such forward-looking statements are based on Topco's current expectations, estimates, forecasts, assumptions and projections about the Noble Group's, the
Should one or more of these risks or uncertainties materialise, or should any underlying assumptions prove to be incorrect, the Noble Group's, the
Any forward-looking statements included in this announcement, including any attachment hereto, speak only as of today.
Topco does not intend, and does not assume, any obligations to update any forward-looking statements contained herein, except as may be required by law or the rules of the
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SOURCE Noble Corporation plc