Valaris to be acquired by Transocean at exchange ratio of 15.235; combined ownership 53% Transocean / 47% Valaris

Valaris Ltd

Transocean will acquire all Valaris shares; each Valaris share exchanged for 15.235 Transocean shares.
Combined company: ~53% owned by Transocean shareholders, ~47% by Valaris shareholders.
Termination fees: $195M to Valaris, $173M to Transocean; expense reimbursements up to $65M/$58M.
Support agreements: ~18% Valaris shareholders and ~9% Transocean shareholders committed to vote in favor.
Transaction expected to close by February 9, 2027, subject to regulatory and shareholder approvals.

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

Valaris Ltd entered into Business Combination Agreement with Transocean Ltd. valued at Exchange ratio of 15.235 Transocean Shares per Valaris Share; resulting ownership of approximately 5 (effective 2026-02-09).

Action: entry
Agreement: merger
Counterparty: Transocean Ltd.
Value: Exchange ratio of 15.235 Transocean Shares per Valaris Share; resulting ownership of approximately 5
Effective: 2026-02-09

Exact text from the filing

On February 9, 2026, Valaris Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“ Valaris ”) and Transocean Ltd., a Swiss corporation (“ Transocean ”) (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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Valaris Ltd filing history →

Source: SEC EDGAR

accession 0001140361-26-004511

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