Transocean Releases Presentation Refuting Carl Icahn's Inaccurate and Misleading Statements
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Transocean Ltd. /
Transocean Releases Presentation Refuting Carl Icahn's Inaccurate and Misleading
Statements
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The issuer is solely responsible for the content of this announcement.
Shareholders Are Urged to Support the Company's Board Nominees and Dividend
Proposal
ZUG, SWITZERLAND--(Marketwired - May 3, 2013) - Transocean Ltd. (NYSE: RIG)
(SIX: RIGN) today released a presentation to its shareholders addressing
assertions made by Carl Icahn, including claims that Transocean believes to be
inaccurate and misleading. Furthermore, the company believes Mr. Icahn's
proposals are misguided and highlight his poor understanding of the cyclical and
capital-intensive nature of the offshore drilling industry. The presentation can
be found at www.transoceanvalue.com/facts.
In addition to refuting Mr. Icahn's claims, the presentation provides compelling
support for the company's highly qualified slate of Director nominees and
reiterates that the Board's proposed $2.24 per share dividend will maximize
value creation for our shareholders.
The company's 2013 Annual General Meeting ("AGM") will be held at 5 p.m. CEST,
on May 17, 2013, in Zug, Switzerland. Shareholders are encouraged to support all
the Board's recommendations, but particularly three key proposals: 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.
In our view, Mr. Icahn continues to disseminate information that relies upon
superficial analysis, is misleading or, is simply false. We believe he has
failed to invest the requisite time and effort necessary to fully understand our
business, our industry as a whole, or even the manner in which we generate
operational and financial returns. Reflecting this apparent paucity of effort,
we believe he has made misleading statements related to prior acquisitions, and
put forth faulty valuation analysis and inaccurate calculations. Further, we do
not believe that Mr. Icahn or his nominees have offered a plan or strategy for
the company other than the extraction of an unsustainable dividend.
PROTECT TRANSOCEAN'S FUTURE BY VOTING THE COMPANY'S WHITE PROXY CARD TODAY
We urge you to vote FOR the company's proposed $2.24 per share dividend
(Proposal 3B1), which was supported by both Institutional Shareholder Services
(ISS) and Glass Lewis, represents one of the industry's highest implied payout
ratios and dividend yields, and is believed to be a sustainable starting point
for growth in distributions as the company's unique uncertainties diminish. In
this regard, in the context of a cyclical and capital-intensive industry, we
believe the certainties associated with the remaining litigation faced by the
company dictate that Transocean must maintain a prudent level of financial
flexibility. In our view, Mr. Icahn's ill-conceived, unrealistic and
inappropriate dividend proposal fails to recognize these important
considerations.
We also ask you to vote FOR the five highly qualified Transocean Director
nominees: Frederico F. Curado, Thomas W. Cason, Steven L. Newman, Robert M.
Sprague and J. Michael Talbert (Proposals 6A - 6E). Our nominees have deep,
relevant expertise and a history of achievement. Conversely, we believe Mr.
Icahn's unqualified nominees emphasize his lack of familiarity with the industry
and make apparent his disregard for the company's future.
In order to provide the company with additional flexibility, we also urge you to
vote FOR the Board's proposal that its authority to issue shares out of the
company's authorized share capital be renewed for an additional two-year period
(Proposal 4). The Board's current authority will expire on May 13, 2013. While
the Board currently has no plans to issue shares under this authorization,
extending this authority provides the company with additional flexibility to
pursue value-enhancing opportunities in accordance with its disciplined capital
allocation strategy.
YOUR VOTE IS IMPORTANT!
Please take a moment of your time to vote your shares TODAY.
Simply follow the easy instructions on the WHITE proxy card or WHITE voting
instruction form to make sure your shares are represented at the AGM.
If you have any questions, or need assistance in voting
your shares, please call our proxy solicitor,
INNISFREE M&A INCORPORATED
1-877-456-3507 (toll-free from the US and Canada)
+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.
Again, we remind you NOT to return any Gold proxy card
you may receive from Mr. Icahn.
About Transocean
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 websites
www.deepwater.com or www.transoceanvalue.com.
Forward Looking Statements
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.
Contact Information
Analyst Contacts:
Thad Vayda
+1 713-232-7551
Diane Vento
+1 713-232-8015
Media Contact:
Guy A. Cantwell
+1 713-232-7647
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
[HUG#1699144]
Unternehmensinformation / Kurzprofil:
Datum: 03.05.2013 - 13:49 Uhr
Sprache: Deutsch
News-ID 255983
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