Transocean to acquire Valaris; all-stock deal at 15.235x ratio; 53/47 ownership split

Transocean Ltd.

Transocean to acquire all Valaris shares at exchange ratio of 15.235 Transocean shares per Valaris share.
Existing Transocean shareholders will own ~53% and Valaris shareholders ~47% of combined company.
Termination fees: $195M payable by Transocean, $173M by Valaris under specified circumstances.
Support agreements in place: ~18% of Valaris shares and ~9% of Transocean shares committed to vote in favor.
Both boards unanimously approved the deal; expected close by Feb 2027 subject to approvals.

item 1.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Transocean Ltd. entered into Business Combination Agreement with Valaris Limited (effective 2026-02-09).

Action: entry
Agreement: merger
Counterparty: Valaris Limited
Effective: 2026-02-09

Exact text from the filing

On February 9, 2026, Transocean Ltd., a Swiss corporation (“ Transocean ”), and Valaris Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“ Valaris ”) (Transocean and Valaris, collectively, the “ Parties ” and each, a “ Party ”), entered into a Business Combination Agreement (the “ Agreement ”) providing for the combination of the two Parties (the “ Business Combination ”).

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Transocean Ltd. filing history →

Source: SEC EDGAR

accession 0001104659-26-012387

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