Transocean Ltd : Transocean Ltd. Comments on ISS Report

           Transocean Ltd : Transocean Ltd. Comments on ISS Report

  

      COMPANY STRONGLY DISAGREES WITH ISS BOARD NOMINEE RECOMMENDATIONS

  

ZUG, SWITZERLAND -- Transocean Ltd. (NYSE: RIG) (SIX: RIGN) today commented on
a report issued by proxy advisory service Institutional Shareholder Services
("ISS") regarding the company's Annual General Meeting, which will be held on
May 17, 2013. The company issued the following statement in response to the
ISS recommendation:

Transocean strongly disagrees with ISS's decision to reject only one of
Icahn's three nominees, particularly due to their lack of relevant experience
and their affiliations with Mr. Icahn. Transocean does not believe that Icahn
or his nominees have offered a plan or strategy for the company other than the
extraction of an unsustainable dividend that the company believes would be
detrimental to shareholder value, and which ISS sensibly rejected.

As with several other situations where ISS has supported dissident slates only
to later see those dissident slates defeated by shareholders, we are confident
that our shareholders will exercise independent judgment regardless of ISS'
position, and we urge them to decisively defeat Mr. Icahn's nominees. We
encourage shareholders to support our balanced approach to capital allocation
in the interest of sustainable, long-term value creation and vote FOR the
Board's highly qualified nominees, including Frederico F. Curado, Thomas W.
Cason, Steven L. Newman, Robert M. Sprague and J. Michael Talbert.
Transocean's approach to corporate governance is to regularly infuse fresh
perspectives into an experienced and knowledgeable Board as evidenced by the
nomination of Frederico F. Curado and the fact that six of the 12 independent
directors have been added to the Board in the last two years.

Transocean's Board firmly believes that Mr. Icahn's nominees would contribute
no value. Based upon the nominees' current and past associations with Icahn we
believe they are handpicked to pursue what the Board believes to be a
misguided agenda that will compromise Transocean's long-term competitiveness
by curtailing disciplined, high-return investment in its business in the
interest of potential short-term gains. In the company's view, Mr. Icahn's
nominees reflect his apparent lack of industry knowledge and an ignorance of
the attributes necessary to lead a world-class offshore drilling contractor: 
among other weaknesses, they have limited international exposure of the
company's key growth markets; generally lack financial and corporate
structuring experience; have rarely worked in a service-oriented or
capital-intensive industry; possess limited knowledge of the specialized
operator - contractor business model; and have little apparent experience with
complex international tax treaties and networks. Further, and importantly, the
Board firmly believes that Icahn's nominees' platform is not in the best
interest of all shareholders.

Transocean's Board of Directors and management are committed to executing the
company's strategy to maximize long-term shareholder value by maintaining a
strong, flexible balance sheet, characterized by an investment grade rating on
the company's debt; disciplined, high-return investment in the business; and a
sustainable return of capital to shareholders with the goal of future
increases in distributions once litigation uncertainties are further resolved.

We believe the favorable ISS recommendation for the company's proposed $2.24
per share dividend reaffirms this prudent, balanced approach to value creation
and underscores the company's view that Mr. Icahn lacks an understanding of
the cyclical and capital-intensive nature of the offshore drilling industry
and of the remaining litigation uncertainties that the company currently
faces. 

The company urges shareholders to vote FOR Transocean's entire slate of
highly-qualified and diverse Director nominees who we believe have the deep,
relevant expertise and the history of achievement necessary to continue to
execute strategies that position the company to maximize long-term shareholder
value. 

Shareholders are encouraged to vote "FOR" all the company's proposals
including the $2.24 per share dividend, the election of our five Director
nominees, and the re-adoption of Board authority to issue shares out of the
company's authorized share capital by promptly using the company's WHITE proxy
card. Shareholders may review supplemental information on the proposals by
visiting www.transoceanvalue.com. Shareholders who have questions about how
to vote their shares, or need additional assistance, should contact
Transocean's proxy solicitor, Innisfree M&A Incorporated, toll-free at
1-877-456-3507 (toll-free from the US and Canada) or +1 412-232-3651 (from
other countries). Shareholders in the EU may also call Lake Isle M&A
Incorporated, Innisfree's UK subsidiary, free-phone at 00 800 7710 9970, or
direct at +44 20 7710 9960.

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, 83 mobile offshore drilling units consisting of 48 High-Specification
Floaters (Ultra-Deepwater, Deepwater and Harsh-Environment drilling rigs), 25
Midwater Floaters and 10 High-Specification Jackups. In addition, we have six
Ultra-Deepwater Drillships and two High-Specification Jackups under
construction.

For  more   information   about   Transocean,  please   visit   the   website 
www.deepwater.com.

Forward-Looking Statements

Statements included in this press 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, that are not historical facts, 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 otherwise.

This press release or referenced documents does not constitute an offer to
sell, or a solicitation of an offer to buy, any securities, and it does not
constitute an offering prospectus within the meaning of article 652a or
article 1156 of the Swiss Code of Obligations or a listing prospectus within
the meaning of the listing rules of the SIX Swiss Exchange. Investors must
rely on their own evaluation of Transocean Ltd. and its securities, including
the merits and risks involved. Nothing contained herein is, or shall be relied
on as, a promise or representation as to the future performance of Transocean
Ltd.

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Source: Transocean Ltd via Thomson Reuters ONE
HUG#1668164
 
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