Carl C. Icahn Issues Open Letter To Transocean Shareholders
ISS Supports Alapont and Merksamer; Against Talbert and Sprague
NEW YORK, April 25, 2013
NEW YORK, April 25, 2013 /PRNewswire/ --Carl C. Icahn today delivered the
following open letter to shareholders of Transocean Ltd.
Dear Fellow Transocean Shareholders:
ISS today announced its recommendation that shareholders vote FOR Jose Maria
Alapont and FOR Samuel Merksamer. We are very pleased that ISS shares our
view. ISS concludes "it seems clear the dissidents have made a compelling
case that some change on the board is warranted" and that "shareholders would
be best served by supporting the election of Alapont, a former CEO with
experience setting operating targets and holding executives accountable for
execution, and Merksamer, who offers strong analytic acumen and credible
ISS also recommends that shareholders vote AGAINST Michael Talbert and AGAINST
Robert Sprague. In fact, ISS concludes that "Shareholders may wish to hold
Michael Talbert, a longtime incumbent, responsible for the long term
performance and outcome of strategic choices the company has made.
Additionally he was CEO at the time the events triggering the Norwegian tax
case happened." We fully agree with the ISS case against Talbert and Sprague.
While we respect ISS' views, we continue to believe shareholders should also
vote FOR Jack Lipinski. As ISS noted Mr. Lipinski has spent "his entire
career in the oil industry, currently as CEO of CVR Energy. CVR outperformed
its peers...Since Icahn took control, outperformance has been substantial."
This is in contrast to Transocean's performance, as noted by ISS:
Over the five years prior to Icahn disclosing its stake in RIG, the company
underperformed the median of peers by 58 percentage points. While the
Macondo incident was a factor in this result, we note that the company was
already underperforming peers by 21 percentage points before that incident.
We continue to believe Mr. Lipinski has strong industry experience and that
Transocean would benefit greatly from his joining the Board. We strongly
recommend that shareholders vote FOR Lipinski.
Shareholders will also have a choice to vote FOR our distribution proposal of
$4.00. Based on the Company's decision making over the past few years, we
believe it is critical that capital is returned to shareholders and that it
does not remain in the discretion of the Board to use that capital as they
view best. We believe that this Board's capital allocation decisions over the
past several years have been marked by ill-advised acquisitions that have
destroyed at least $11 billion of shareholder value. And, perhaps of most
concern to us, the Board and management continue to believe the GSF and Aker
acquisitions were successes. As ISS notes:
While it might be debatable what RIG was actually pursuing with the GSF
acquisition, the end result was not: over the past four years, RIG has lost
27% of its revenues, while the peer group as a whole increased revenues by
20% (excluding Ensco...) Even if one adds back the $1.1 billion in revenues
the company argues it lost because of Macondo, the difference would still be
WE URGE SHAREHOLDERS TO VOTE AT THE 2013 TRANSOCEAN ANNUAL GENERAL MEETING FOR
THE ICAHN PROPOSAL TO INCREASE THE DIVIDEND AT TRANSOCEAN TO $4.00 PER SHARE
AND FOR THE ICAHN PROPOSAL TO ELECT JOSE MARIA ALAPONT, JOHN J. LIPINSKI AND
SAMUEL MERKSAMER TO THE TRANSOCEAN BOARD OF DIRECTORS.
Very truly yours,
Carl C. Icahn
NOTICE TO INVESTORS
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT, DATED APRIL 17,
2013, AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY Carl C.
Icahn AND HIS AFFILIATES FROM THE STOCKHOLDERS OF TRANSOCEAN LTD. FOR USE AT
ITS 2013 ANNUAL GENERAL MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE
PARTICIPANTS IN SUCH PROXY SOLICITATION. A DEFINITIVE PROXY STATEMENT AND A
FORM OF PROXY HAVE BEEN MAILED TO STOCKHOLDERS OF TRANSOCEAN LTD. AND ARE ALSO
AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY
SOLICITATION IS CONTAINED IN THE DEFINITIVE PROXY STATEMENT, DATED APRIL 17,
2013. EXCEPT AS OTHERWISE DISCLOSED IN THE DEFINITIVE PROXY STATEMENT, THE
PARTICIPANTS HAVE NO INTEREST IN TRANSOCEAN LTD. OTHER THAN THROUGH THE
BENEFICIAL OWNERSHIP OF SHARES, PAR VALUE CHF 15.00, PER SHARE, OF TRANSOCEAN
LTD., AS DISCLOSED IN THE DEFINITIVE PROXY STATEMENT. WE HAVE NOT SOUGHT, NOR
HAVE WE RECEIVED, PERMISSION FROM ANY THIRD-PARTY SOURCE TO INCLUDE THEIR
INFORMATION IN THIS PRESS RELEASE.
SOURCE Carl C. Icahn
Contact: Susan Gordon, (212) 702-4309
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