Songa Offshore SE : Transaction Update
(Thomson Reuters ONE) -
Reference is made to the stock exchange announcement on 15 August 2017 made by
Songa Offshore SE (the "Company") regarding the agreement to combine with
Transocean through a recommended voluntary exchange offer.
The confirmatory due diligence review has been completed without any
implications to any terms of the transaction.
As part of the contemplated transaction with Transocean, Transocean is required
to file a Proxy Statement with the U.S. Securities and Exchange Commission (SEC)
which requires the filling of the Company's consolidated financial statements
prepared in accordance with International Financial Reporting Standards as
issued by the International Accounting Standards Board (IFRS) for the following
periods:
* As of 31 December 2016 and 2015 and for each of the three years in the
period ended 31 December 2016; and
* As of 30 June 2017 and for the six-month periods ended 30 June 2017 and
2016;
together, the "Consolidated Financial Statements".
As part of this process, the Company has been required to evaluate subsequent
events and developments that have taken place since the issuance of the 2016
Annual Report on 27 April 2017 and the second quarter 2017 Report issued on 25
August 2017, as well as reperform the audit for the year ended December
31, 2016, in accordance with US General Accepted Audit Standards (US GAAS).
Based on the Company's procedures, it was determined that certain subsequent
events affect the presentation and accounting of certain financial statement
line items in the year as of and ended 31 December 2016 and in the six-month
period as of and ended 30 June 2017, as such the following adjustments will be
made to the Consolidated Financial Statements for inclusion in Transocean's
Proxy Statement to be filed with the SEC:
* De-recognize the deferred tax asset of approximately USD 41 million as of
31 December 2016 related to the Exit Tax Case. The financial books of Songa
Offshore will as such be aligned with the ruling of the Oslo City Court and
with the Company's tax books;
* Re-evaluation of a financial asset related to the sale of Mercur and Venus
in the amount of USD 1.6 million negatively as of 30 June 2017; and
* Adjustment of the effective interest used to calculate the interest costs of
the unsecured bonds of USD 1.7 million negatively for the six-month period
ended 30 June 2017.
These adjustments and their impact on the Consolidated Financial Statements will
be discussed in further detail in the "Basis of Preparation" note to the
Consolidated Financial Statements to be published as part of the Proxy Statement
referred to above.
The Consolidated Financial Statements will be included in certain Transocean
draft US filings in connection with the transaction, which are planned to be
filed with the SEC.
3 October 2017
Limassol, Cyprus
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
Additional Information and Where to Find It
In connection with the proposed business combination (the "Combination") between
Songa Offshore SE ("Songa Offshore") and Transocean Ltd. ("Transocean"),
Transocean will file with the U.S. Securities and Exchange Commission (the
"SEC") a proxy statement relating to the Combination (the "Proxy Statement") and
Transocean and Transocean Inc. ("TINC") will file a Registration Statement on
Form S-4 (the "Registration Statement") containing a prospectus with respect to
the Consideration Shares and Consideration CBs to be issued in the Combination
and the related transactions (the "Prospectus"). When available, Transocean will
mail the Proxy Statement to its shareholders in connection with the vote to
approve certain matters in connection with the Transaction and will distribute
the Prospectus to certain Songa Offshore securityholders in the United States in
connection with the Combination and related exchange offers contemplated by the
transaction agreement. Transocean and TINC are also expected to file an offer
document with the Financial Supervisory Authority of Norway (the "Norwegian
FSA").
INVESTORS AND SECURITYHOLDERS ARE URGED TO READ CAREFULLY THE DEFINITIVE PROXY
STATEMENT AND/OR PROSPECTUS REGARDING THE COMBINATION IN ITS/THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) OR ANY
DOCUMENTS WHICH ARE INCORPORATED BY REFERENCE IN THE DEFINITIVE PROXY STATEMENT
OR PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMBINATION. You may obtain, free of charge, copies of the definitive Proxy
Statement, Prospectus and Registration Statement, when available, and other
relevant documents filed by Transocean with the SEC, at the SEC's website at
www.sec.gov. In addition, Transocean's shareholders may obtain free copies of
the Proxy Statement and Prospectus and other relevant documents filed by
Transocean and TINC with the SEC from Transocean's website at
http://www.deepwater.com.
This communication does not constitute an offer to buy or exchange, or the
solicitation of an offer to sell or exchange, any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer, sale or exchange
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. This communication is not a substitute for any
prospectus, proxy statement or any other document that Transocean and TINC may
file with the SEC in connection with the Combination. The final terms and
further provisions regarding the public officer will be disclosed in the offer
document after the publication has been approved by the Norwegian FSA and in
documents that will be filed by Transocean and TINC with the SEC. No money,
securities or other consideration is being solicited, and, if sent in response
to the information contained herein, will not be accepted.
No offering of securities shall be made except by means of a prospectus meeting
the requirements of the U.S. Securities Act of 1933, as amended, and any
applicable European and Norwegian regulations. The transaction and distribution
of this document may be restricted by law in certain jurisdictions and persons
into whose possession any document or other information referred to herein com
should inform themselves about and observe any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction. No offering of securities will be made directly or
indirectly, in or into any jurisdiction where to do so would be inconsistent
with the laws of such jurisdiction.
Participants in the Solicitation
Each of Transocean, TINC, Songa Offshore and their respective directors and
executive officers and other members of management and employees, may be deemed
to be participants in the solicitation of proxies from Transocean' shareholders
with respect to the approvals required to complete the Combination and the
solicitation of acceptances for the Offer. More detailed information regarding
the identity of these potential participants, and any direct or indirect
interests they may have in the Combination, by security holdings or otherwise,
will be set forth in the Proxy Statement and Prospectus when they are filed with
the SEC. Information regarding Transocean's directors and executive officers is
set forth in the definitive proxy statement on Schedule 14A filed by Transocean
with the SEC on March 16, 2017 and in the Annual Report on Form 10-K filed by
Transocean with the SEC on March 7, 2017. Additional information regarding the
interests of participants in the solicitation of proxies in respect of the
extraordinary general meeting and the Offer will be included in the Proxy
Statement to be filed with the SEC. These documents are available to
Transocean's shareholders free of charge from the SEC's website at www.sec.gov
and from the investor relations section of Transocean's website at
www.deepwater.com.
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Songa Offshore SE via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 04.10.2017 - 08:30 Uhr
Sprache: Deutsch
News-ID 562362
Anzahl Zeichen: 9276
contact information:
Town:
Oslo
Kategorie:
Business News
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"Songa Offshore SE : Transaction Update"
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Songa Offshore SE (Nachricht senden)
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