Transocean Ltd. : Transocean Ltd. Board of Directors Concludes Carl Icahn's Proposed Dividend and Director Nominees Are Contrary

 Transocean Ltd. : Transocean Ltd. Board of Directors Concludes Carl Icahn's
Proposed Dividend and Director Nominees Are Contrary to the Best Interests of

Transocean Ltd. / Transocean Ltd. Board of Directors Concludes Carl Icahn's
Proposed Dividend and Director Nominees Are Contrary to the Best Interests of
Stakeholders . Processed and transmitted by Thomson Reuters ONE. The issuer is
solely responsible for the content of this announcement.

ZUG, SWITZERLAND--(Marketwire - March 17, 2013) - Transocean Ltd. (NYSE: RIG)
(SIX: RIGN) today announced that its Board of Directors has reviewed the
proposals submitted by certain Funds affiliated with Carl Icahn for vote at
its 2013 Annual General Meeting of Shareholders. Mr. Icahn proposed a dividend
of $4.00 per share and nominated three candidates (John J. Lipinski, José
Maria Alapont and Samuel Merksamer) for election to Transocean's Board of
Directors. Mr. Icahn also submitted a proposal to repeal the company's
staggered board structure.

The Board has determined that Mr. Icahn's dividend proposal is in direct
conflict with Transocean's disciplined capital allocation strategy, which
includes maintaining a strong, flexible balance sheet and an investment grade
rating on its debt; disciplined, high-return investment in the business; and
the distribution of excess cash to shareholders. Specifically, the Board
believes the dividend proposed by Mr. Icahn would adversely affect the
company's ability to operate and compete effectively in a cyclical and
capital-intensive industry. Further, the election of Mr. Icahn's candidates --
who are hand-picked to pursue his potentially damaging short-term agenda -- is
not in the best interest of the company and all of its stakeholders.

The company issued the following statement upon the Board's full review of the

Following its review and in light of these proposals, the Board believes Mr.
Icahn is pursuing a highly flawed agenda focused exclusively on potentially
generating temporary returns at the expense of the company's ability to
operate successfully and create sustainable value over the long-term. His
agenda ignores the cyclical and capital-intensive nature of the offshore
drilling industry and is entirely contradictory to Transocean's strategy of
driving long-term shareholder value through operational excellence and a
responsible, balanced allocation of capital.

The Board's recommendations with respect to Mr. Icahn's proposals are as


Following the Board's review of Mr. Icahn's proposals, 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 dividend increases
as business conditions warrant.

Mr. Icahn's assertion that Transocean's capital allocation strategy "should
manifest itself in a target of a permanent dividend that approaches a minimum
of 85% of net income" provides clear evidence of his lack of understanding of
the cyclical and capital-intensive nature of the offshore drilling industry
and the uncertainties that exist today at the company. While Transocean's
$2.24 per share proposal would represent one of the industry's highest payout
ratios and dividend yields, Mr. Icahn's dividend proposal deviates
significantly from a responsible level -- as evidenced by the lower payout
ratios throughout the offshore drilling industry. Further, his proposal is
entirely inconsistent with the company's important goal -- which is in the
best interest of all its stakeholders -- of maintaining its investment grade
rating by retiring debt to achieve leverage targets that are appropriate for
it to operate successfully over the long-term and make necessary investments
in its business.

The Board believes that distributing additional capital to shareholders in the
current context of uncertainties related to the Macondo well incident, the
Frade field incident in Brazil, and the ongoing tax litigation in Norway would
be detrimental to long-term shareholder value. In the future, additional
returns of capital may be appropriate once these uncertainties are further

Mr. Icahn has also suggested that the company's investment in its fleet is an
inappropriate allocation of capital. This suggestion highlights Mr. Icahn's
destructive short-term objectives. The profitable addition of new,
state-of-the-art drilling rigs is essential for the long-term competitiveness
of the company and represents its primary source of growth and future
operating income. Discontinuing disciplined investment in high-return assets
would compromise the company's long-term viability.

The Board is focused on a balanced capital allocation strategy and does not
intend to take steps that will threaten the company's long-term performance,
operating flexibility and investment grade credit rating. Mr. Icahn's proposal
for a $4.00 per share dividend would reduce the company's financial
flexibility and, as such, the Board recommends a $2.24 per share dividend with
the goal of future increases should business conditions warrant.


The company is confident that its Board is comprised of professionals with the
essential financial, operational, managerial, and corporate governance
expertise necessary to continue to successfully oversee the execution of the
company's operating and capital allocation strategies. Transocean's Board
includes 13 highly-qualified directors with diverse perspectives on the
industry, most of whom are independent, and all of whom 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.

Mr. Icahn's three candidate nominees are either employed by Mr. Icahn, or are
associated currently or in the past with entities in which he has a
significant interest and, as such, appear to be selected by Mr. Icahn to
pursue only his short-term objectives. Two of his nominees have no oil and gas
experience and none have worked in the offshore drilling industry.
Furthermore, Transocean's management and the Board include individuals with
substantial expertise in devising and implementing appropriate corporate and
financing structures.

Transocean's approach to corporate governance is to regularly infuse fresh
perspectives 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.

Mr. Icahn is attempting to include on the Board his longtime allies or
employees who have been nominated solely to execute his strategy without
consideration for industry expertise, independence or the best interest of the
company and all of its stakeholders.


The Transocean Board is committed to acting in the best interests of all its
stakeholders, and firmly believes its strategies will better position the
company to maximize long-term value and generate superior returns. In the
context of a cyclical and capital-intensive industry, the Board is focused on
driving these returns through the execution of the company's disciplined
capital allocation strategy.

As a result of the company's adherence to this strategy, Transocean has
maintained its investment grade rating throughout the challenging period
following the April 2010 Macondo incident. The company has also profitably
strengthened its industry-leading position in high-specification floaters and
jackups through the addition of four new rigs over the past two years, growing
its highly competitive fleet which is equipped to operate in some of the
world's most challenging environments.

As announced in late 2012, Transocean is also investing in four
contract-backed, state-of-the-art, ultra-deepwater drillships which will
provide additional revenue growth and a favorable return on the company's
investment when they are delivered beginning in 2015. In addition, the company
currently has two ultra-deepwater drillships and three high-specification
jackups under construction and sees additional opportunities for similar,
value-enhancing investments.

Furthermore, since 2000, and including its currently proposed dividend and
cash distributed in connection with the 2007 merger with GlobalSantaFe
Corporation, Transocean will have returned more than $20.5 billion in cash to
shareholders in the form of distributions and share repurchases. The company
will continue to deploy capital in ways that generate the best return for all
of its stakeholders.

The Board looks forward to continuing a strategy based on maintaining a
strong, flexible balance sheet; disciplined, high-return investment in the
business; and sustainable return of capital with the goal of future increases
should the previously stated uncertainties be further resolved and business
conditions warrant.

With respect to Mr. Icahn's proposal to amend the company's articles to
de-classify the Board, the Board of Directors believes that there are valid
arguments both for and against staggered boards. Thus, the Board does not make
a voting recommendation to shareholders on this matter.

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.

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

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

Contact Information

Analyst Contacts:
Thad Vayda
+1 713-232-7551

Diane Vento
+1 713-232-8015

Media Contact:
Guy A. Cantwell
+1 713-232-7647


This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.

Source: Transocean Ltd. via Thomson Reuters ONE

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Transocean Ltd.
Chemin de Blandonnet 10 Vernier Switzerland

ISIN: CH0048265513;
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