Homburger advises Transocean Ltd in relation to its definitive merger agreement with Ocean Rig under which Transocean will acquire Ocean Rig in a cash and stock transaction valued at approximately USD 2.7 bn, inclusive of Ocean Rig's net debt
On September 3, 2018, Transocean Ltd. (Transocean) (NYSE: RIG) and Ocean Rig UDW Inc. (Ocean Rig) (NASDAQ: ORIG) announced that they have entered into a definitive merger agreement under which Transocean will acquire Ocean Rig in a cash and stock transaction valued at approximately USD 2.7 bn, inclusive of Ocean Rig’s net debt.
The transaction consideration is comprised of 1.6128 newly issued shares of Transocean plus USD 12.75 in cash for each share of Ocean Rig’s common stock, for a total implied value of USD 32.28 per Ocean Rig share, based on the closing price on August 31, 2018. This represents a 20.4% premium to Ocean Rig’s ten-day volume weighted average share price. The transaction has been unanimously approved by the board of directors of each company.
Transocean intends to fund the cash portion of the transaction consideration through a combination of cash on hand and fully committed financing provided by Citi. The transaction, which is expected to be completed during the first quarter of 2019, is subject to the approval of both Transocean and Ocean Rig shareholders and the satisfaction of customary closing conditions, including applicable regulatory approvals. The merger is not subject to any financing condition.
After the completion of the merger, Transocean’s and Ocean Rig’s shareholders will own approximately 79% and approximately 21%, respectively, of the combined company.Homburger advised Transocean on Swiss law matters in connection with the merger. The Homburger team was led by partner David Oser (Corporate / M&A) and included partner Stefan Oesterhelt (Tax) as well as associates Rafael Zemp and Olivier Bühlmann (both Corporate / M&A).