e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 20, 2007
TRANSOCEAN INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Cayman Islands
|
|
333-75899
|
|
66-0582307 |
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.) |
4 Greenway Plaza
Houston, Texas 77046
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (713) 232-7500
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 8.01 Other Events.
On November 20, 2007, Transocean Inc. (Transocean) and GlobalSantaFe Corporation
(GlobalSantaFe) issued a joint press release announcing that they had received the approval from
the Grand Court of the Cayman Islands of the proposed merger of GlobalSantaFe with a wholly owned
subsidiary of Transocean and related transactions. The parties have tentatively scheduled to
complete the transactions on November 27, 2007. The proposed merger remains the subject of an
investigation by the Office of Fair Trading for the United Kingdom, and the tentative closing date
remains subject to various closing conditions.
The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
|
|
Exhibit Number |
|
Description |
99.1
|
|
Press Release dated November 20, 2007 |
Forward-Looking Statements
Statements included in this Current Report on Form 8-K regarding the consummation of the proposed
transactions and other statements that are not historical facts are forward looking statements.
These statements involve risks and uncertainties including, but not limited to, actions by
regulatory authorities or other third parties, consummation of financing, satisfaction of closing
conditions, and other factors detailed in risk factors and elsewhere in our Annual Report on Form
10-K, our recent definitive proxy statement with respect to our shareholders meeting and our other
filings with the Securities and Exchange Commission. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may
vary materially from those forecasted or expected. We disclaim any intention or obligation to
update publicly or revise such statements, whether as a result of new information, future events or
otherwise.
- 1 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
TRANSOCEAN INC. |
|
|
|
Date: November 21, 2007
|
|
By:
|
|
/s/ Chipman Earle |
|
|
|
|
|
|
|
|
|
Chipman Earle |
|
|
|
|
Associate General Counsel and Secretary |
INDEX TO EXHIBITS
|
|
|
Exhibit Number |
|
Description |
99.1
|
|
Press Release dated November 20, 2007 |
exv99w1
Exhibit 99.1
|
|
|
|
|
Transocean Inc.
Post Office Box 2765
Houston TX 77252 2765 |
|
|
|
|
|
Analyst Contact:
|
|
Gregory S. Panagos
713 232 7551
|
|
News Release |
Media Contact:
|
|
Guy A. Cantwell
713 232 7647
|
|
FOR RELEASE: November 20, 2007 |
TRANSOCEAN AND GLOBALSANTAFE ANNOUNCE COURT APPROVAL
AND TENTATIVE CLOSING DATE FOR PENDING MERGER
HOUSTONTransocean Inc. (NYSE: RIG) and GlobalSantaFe Corporation (NYSE: GSF)
announced that they received approval today from the Grand Court of the Cayman Islands of
the proposed merger of GlobalSantaFe with a wholly owned subsidiary of Transocean and
related transactions. The parties have tentatively scheduled to complete the transactions
on Nov. 27, 2007. The proposed merger remains the subject of an investigation by the
Office of Fair Trading for the United Kingdom (OFT), and the tentative closing date
remains subject to various closing conditions.
Transocean and GlobalSantaFe expect that prior to Nov. 27, 2007, the OFT will
announce its decision whether the merger raises competitive issues that could, in the
absence of appropriate undertakings by the parties, warrant a reference to the Competition
Commission of the United Kingdom (Competition Commission) for further review. There can
be no assurance at this time (a) as to whether the OFT will refer the merger to the
Competition Commission, (b) concerning the timing of any such referral decision or (c) as
to whether any divestitures or other undertakings will be required by the OFT in order to
avoid such a referral or by the Competition Commission in the event the merger is
referred.
About Transocean
Transocean Inc. is the worlds largest offshore drilling contractor with a fleet of
81 mobile offshore drilling units. The companys mobile offshore drilling fleet,
consisting of a large number of high-specification deepwater and harsh environment
drilling units, is considered one of the most modern and versatile in the world due to its
emphasis on technically demanding segments of the offshore drilling business. The
companys fleet consists of 33 High-Specification Floaters (semisubmersibles and
drillships), 19 Other Floaters, 25 Jackups and other assets utilized in the support of
offshore drilling activities worldwide. The company also has six High-Specification
Drillships under construction. With a current equity market capitalization in excess of
$34 billion, Transocean Inc.s ordinary shares are traded on the New York Stock Exchange
under the symbol RIG.
About GlobalSantaFe
GlobalSantaFe is one of the largest offshore oil and gas drilling contractors and the
leading provider of drilling management services worldwide. The company owns or operates
a contract drilling fleet of 37 premium jackup rigs; six heavy-duty, harsh
environment jackups; 11 semisubmersibles and three dynamically positioned, ultra-deepwater
drillships, as well as two semisubmersibles owned by third parties and operated under a
joint venture agreement. In addition, it is scheduled to take delivery of a new
ultra-deepwater semisubmersible in 2009 and a new ultra-deepwater drillship in 2010. For
more information about GlobalSantaFe, go to http://www.globalsantafe.com.
Forward-Looking Statements
Statements included in this news release regarding the completion of the proposed
transaction, benefits, opportunities, timing and effects of the transaction, and other
statements that are not historical facts, are forward-looking statements. These
statements involve risks and uncertainties including, but not limited to, actions by
regulatory authorities or other third parties, consummation of financing, satisfaction of
closing conditions, and other factors detailed in risk factors and elsewhere in the
companies joint proxy statement dated Oct. 2, 2007 and both companies Annual Reports on
Form 10-K and their respective other 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 forecasted or expected. Both companies disclaim
any intention or obligation to update publicly or revise such statements, whether as a
result of new information, future events or otherwise.
###