Each one in plain English, with the numbers worked through for a shareholder.
7 Feb 2001asset acquisition disposition● NeutralMajor
Transocean completed the R&B Falcon merger on January 31, 2001, issuing 106,062,740 ordinary shares at 0.5 per R&B Falcon share and expecting to assume warrants and options for up to 13,219,717 more shares; this resolves the pending deal. The shareholder-approved changes from the December 12, 2000 meeting (authorized shares 300M to 800M, board up to 13, larger incentive and stock purchase plan reserves) are confirmed, and three former R&B Falcon directors joined the board. Management also guided to a very weak first quarter (break-even to $.05 per share), 2001 earnings of $1.33 to $1.78 per share for the combined company (it called analyst consensus of $1.82 standalone high by at least 10%), and disclosed that Elf Exploration-Angola gave notice of termination of the three-year Sedco Express contract and that the Cajun Express contract with Marathon has a March 31, 2001 cancellation option under discussion.
Transocean filed a short add-on registration (S-4MEF) for 140,000 more ordinary shares for the R&B Falcon merger and for assumed R&B Falcon options, bringing the expected maximum shares to be issued to 119,286,879 (from 119,146,879). The earlier registration (333-46374) and the merger terms are otherwise unchanged and incorporated by reference.
Transocean amended the merger registration statement again (Amendment No. 2), raising the maximum shares registered to 119,146,879 and now expecting to issue about 106 million shares, about 33% of the shares outstanding after the merger (up from about 100 million and 32% earlier). The exchange ratio is unchanged at 0.5, and both shareholder meetings are set for December 12, 2000.
Transocean amended its merger registration statement (Amendment No. 1) to also cover shares issuable on exercise of R&B Falcon options and warrants that Transocean would take on in the merger. The share count registered (110,328,650) and the 0.5 exchange ratio are unchanged here, and the shareholder meetings are now set for December 2000, with an October 30, 2000 record date for Transocean's meeting.
Transocean filed the registration statement (Form S-4) and draft joint proxy statement/prospectus for the R&B Falcon merger, registering up to 110,328,650 ordinary shares for the 0.5-for-1 exchange. It says about 100 million shares would be issued, roughly 32% of the shares outstanding after the merger, and that Transocean shareholders will vote on raising authorized shares to 800,000,000, a board of up to 13 members, and larger share reserves for its incentive plan (13.3 million to 19.5 million) and employee stock purchase plan (750,000 to 1.5 million). Meeting dates were left blank; this document is not yet final.
Transocean filed soliciting material naming its directors and officers as possible participants in seeking shareholder votes for the R&B Falcon merger. It states that none of them individually, nor all together, own more than 1% of Transocean's ordinary shares. It carries no new deal terms or figures.
Transocean Sedco Forex agreed on August 19, 2000 to acquire R&B Falcon Corporation in an all-stock deal: each R&B Falcon share becomes 0.5 Transocean ordinary shares (about 100 million new shares per the press release, with an estimated total transaction value of $8.8 billion including about $3.0 billion of R&B Falcon debt). Closing needs approval from both companies' shareholders, antitrust clearance, a $105 million R&B Falcon share offering used to partly redeem its 13.875% preferred stock, and investment-grade ratings on certain R&B Falcon debt; the press release expects closing by the end of the first quarter of 2001. Existing Transocean shareholders keep their shares but would own a smaller share of the combined company.
