Transocean Ltd : Transocean Ltd. Confirms Receipt of Proposals from Carl Icahn

Transocean Ltd : Transocean Ltd. Confirms Receipt of Proposals from Carl Icahn

ZUG, SWITZERLAND-Transocean Ltd. (NYSE: RIG) (SIX: RIGN) today announced that
certain Funds affiliated with Carl Icahn submitted to the company for vote at
its 2013 Annual General Meeting of Shareholders ("AGM") a dividend proposal of
$4.00 per share. Additionally, the Funds provided a notice of nomination of
three director candidates for election to Transocean's Board of Directors at
its 2013 AGM and a proposal to repeal the company's staggered board. The
Transocean Board of Directors will evaluate the proposals in due course.

In response to Mr. Icahn's proposals, Transocean issued the following

In the interest of all of its stakeholders, and in the context of a cyclical
and capital-intensive industry, the Board is focused on driving long-term
value through the execution of the company's disciplined capital allocation
strategy. This strategy includes maintaining a strong, flexible balance sheet
and an investment grade rating on its debt; profitable investment in the
business through value-enhancing opportunities; and the distribution of excess
cash to shareholders.

  The Board is confident that its proposed $2.24 per share dividend, or
approximately $800 million in the aggregate, will maximize long-term value
creation and, importantly, establishes a basis that is sustainable and
supports future increases as business conditions warrant. The proposed
dividend resulted from the careful consideration of numerous factors relevant
to the company's business, including operating in a cyclical and
capital-intensive industry; the remaining uncertainties related to the Macondo
well incident; the Frade field incident in Brazil; and the ongoing tax
litigation in Norway. The Board believes that, in the context of the
uncertainties the company currently faces, a larger dividend would be overly
aggressive and detrimental to the company's long-term performance. 

Additionally, as part of its prudent, balanced capital allocation strategy, to
facilitate continued progress towards achieving its articulated gross debt
target of $7 billion to $9 billion, the company intends to accelerate
repayment of its debt with the objective of retiring approximately $1 billion
of debt in excess of existing repayment obligations by the end of 2014. 

The company is confident that its Board of Directors comprises professionals
with the essential financial, operational, managerial, and corporate
governance expertise necessary to continue to successfully oversee the
execution of the company's strategy. Transocean's Board comprises 13
highly-qualified directors with diverse perspectives on the industry, most of
whom are independent, and all are proven business leaders with a broad and
deep range of leadership experience in, variously, oilfield and offshore
drilling services, finance, manufacturing, law, health, safety and
environment, or other areas crucial to the company's business. 

Transocean's approach to corporate governance is to regularly infuse fresh
perspective into an experienced and knowledgeable Board. In this regard, six
of the 12 independent directors have been added to the Board in the last two
years. Furthermore, the company believes that the addition of Frederico F.
Curado will benefit the Board's decision-making process as a result of his
significant senior management experience at a global aerospace corporation,
including his experience with Brazilian business and governmental sectors - an
important region of operations for the company.

With the guidance of the Board, the company has made meaningful progress in
improving its operational performance and executing its objective of
rationalizing its fleet and increasing its exposure to high specification
drilling assets. This includes divesting 38 shallow water drilling rigs in
the fourth quarter of 2012 and completing numerous single-asset sales of
non-core floaters and jackups over the past several years. Additionally, in
late 2012, the company announced it would build four industry-leading,
state-of-the-art, high specification, ultra-deepwater drillships for Shell.
These fully-contracted assets represent 40-rig years of work and an
unprecedented $7.6 billion of long-dated backlog for the company and, together
with the three newbuild high-specification jackups to be delivered in 2013,
support the company's objective to deliver profitable growth and enhance its
global leadership position in high-specification floaters and jackups. 

Management and the Board continually assess both the company's strategy and
additional ways of creating value for shareholders. This is evidenced by the
proposed $2.24 per share dividend, the accelerated debt repayment plan and the
announcement that the company will continue its evaluation of alternative
corporate and financing structures. However, the Board does not intend to
take steps that will threaten the company's long-term performance, operating
flexibility and investment grade credit rating. The Board looks forward to
continuing a strategy based on maintaining a strong, flexible balance sheet;
profitable investment in the business through value-enhancing opportunities;
and sustainable return of capital with the goal of future increases should
business conditions warrant.

 Forward-Looking Statements

 Statements included in this news release including, but not limited to,
those regarding the proposed dividend, the company's capital allocation
strategy, value-creating objectives and sustainability of potential future
distributions, are forward-looking statements that involve certain assumptions
and uncertainties. These statements are based on currently available
competitive, financial, and economic data along with our current operating
plans and involve risks and uncertainties including, but not limited to,
shareholder approval, market conditions, Transocean's results of operations,
the effect and results of litigation, assessments and contingencies, and other
factors detailed in "Risk Factors" in the company's most recently filed Annual
Report on Form 10-K, and elsewhere in Transocean's 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 expressed or implied by such forward-looking statements.
Transocean disclaims any intention or obligation to update publicly or revise
such statements, whether as a result of new information, future events or

Important Additional Information

 The company, its directors and certain of its executive officers and
employees may be deemed to be participants in the solicitation of proxies from
shareholders in connection with the company's 2013 Annual General Meeting (the
"2013 Annual General Meeting"). The company plans to file a proxy statement
with the SEC in connection with the solicitation of proxies for the 2013
Annual General Meeting (the "2013 Proxy Statement"). SHAREHOLDERS ARE URGED TO
INFORMATION. Additional information regarding the identity of these potential
participants, none of whom owns in excess of 1 percent of the company's
shares, and their direct or indirect interests, by security holdings or
otherwise, will be set forth in the 2013 Proxy Statement and other materials
to be filed with the SEC in connection with the 2013 Annual General Meeting.
This information can also be found in the company's definitive proxy statement
for its 2012 Annual General Meeting (the "2012 Proxy Statement"), filed with
the SEC on April 6, 2012. To the extent holdings of the company's securities
have changed since the amounts printed in the 2012 Proxy Statement, such
changes have been or will be reflected on Statements of Change in Ownership on
Form 4 filed with the SEC. Shareholders will be able to obtain, free of
charge, copies of the 2013 Proxy Statement and any other documents, including
the WHITE proxy card, filed by the company with the SEC in connection with the
2013 Annual General Meeting at the SEC's website (, or at
the company's website (, or by contacting the company
by email at In addition, copies of the proxy materials,
when available, may be requested from the company's proxy solicitor, Innisfree
M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022.

About Transocean

Transocean is a leading international  provider of offshore contract  drilling 
services for  oil  and  gas  wells. The  company  specializes  in  technically 
demanding sectors of the global  offshore drilling business with a  particular 
focus on deepwater and harsh environment drilling services, and believes  that 
it operates one of the most versatile offshore drilling fleets in the world.

Transocean owns or has partial ownership interests in, and operates a fleet
of, 82 mobile offshore drilling units consisting of 48 High-Specification
Floaters (Ultra-Deepwater, Deepwater and Harsh-Environment drilling rigs), 25
Midwater Floaters and nine High-Specification Jackups. In addition, we have
six Ultra-Deepwater Drillships and three High-Specification Jackups under

For  more   information   about   Transocean,  please   visit   the   website


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Source: Transocean Ltd via Thomson Reuters ONE
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