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Carl C. Icahn Issues Open Letter To Transocean Shareholders



         Carl C. Icahn Issues Open Letter To Transocean Shareholders

Transocean Continues to Craft Company Narrative Not Reflected By the Facts

PR Newswire

NEW YORK, April 30, 2013

NEW YORK, April 30, 2013 /PRNewswire/ -- Carl C. Icahn today delivered the
following open letter to shareholders of Transocean Ltd. 

Dear Fellow Transocean Shareholders:

Over the past several weeks Transocean has repeatedly made statements that we
do not believe reflect the facts. They have repeatedly stated that the Company
outperformed its peer group and when they finally acknowledged the truth, they
appeared to blame a third party service provider and created a new peer group
in a thinly veiled attempt to still show outperformance. What is most
concerning to us is not the error, but that this Board, and especially Michael
Talbert, who have overseen the destruction of at least $11 billion of
shareholder value, may actually have believed that they had outperformed their
peer group.  Where have they been this past decade?  It is the Board's duty to
hold management accountable and not blindly accept whatever narrative
management espouses.

A number of their statements show a shameless inability to accept
responsibility for past failures and mistakes.  We believe these statements
are emblematic of a management and Board that despite having overseen
substantial failures that have led to the destruction of at least $11 billion
of shareholder value in the past few years, have completely failed to accept
responsibility for their errors.  We believe that the Board, and particularly
Mike Talbert, realize their jobs may be at risk and are desperately trying to
hang on.  Last week, with ISS recommending FOR our nominees, Jose Maria
Alapont and Samuel Merksamer, and AGAINST Mike Talbert and Robert Sprague, the
pressure on the Board has further increased.  However, the full Board
unfortunately still has not explained to shareholders why they are continuing
to support directors who were responsible for so much destruction of
shareholder value.  Two weeks ago a central theme of the Transocean narrative
for the reelection of directors were pre-Macondo shareholder returns; today,
those returns are mentioned nowhere in the 70 page presentation distributed by
the Company on April 25.

Transocean claims that the Icahn nominees "generally lack financial and
corporate structuring experience" yet the opposite is true. Mr. Lipinski and
Mr. Merksamer recently structured and executed a $690 million IPO of CVR
Refining, L.P., the largest refining focused Variable MLP.  Mr. Lipinski also
structured and launched UAN two years ago, the first fertilizer based Variable
MLP.  These MLPs were developed to provide maximum return of capital to
shareholders.

Transocean claims that the Icahn nominees have rarely worked in capital
intensive industries, yet Mr. Lipinski has spent his entire career in the
refining industry and Mr. Alapont has spent his entire career running
automotive and industrial businesses. 

Transocean claims that the Icahn nominees have "little apparent experience
with complex international tax treaties and networks," but they fail to
explain that Mike Talbert was CEO of the Company at the time of the events
related to the Norwegian tax controversy. 

Transocean claims their recent actions represent "high-return investments" yet
the analyst community has suggested their new build drill ships represent
returns of 10.7% to 12%, which is below the Company's cost of equity. 

Transocean has claimed that the Global Santa Fe acquisition provided an
"unrivalled platform for investment" despite the fact that from 2007 to 2011
the Company dedicated most of its capital to repayment of debt and in our view
underinvested relative to its peers. 

Recently Transocean's Board claimed that the Board has "actively implemented a
high-specification-focused strategy", but they fail to explain that they
created, in our view, a fleet age problem by implementing a "low spec"
strategy in 2007 with the transformative Global Santa Fe acquisition.   

Transocean's Board claims that "a lack of investment in high-return assets
would compromise the company's long term viability," but they fail to explain
that this Board, in our view, underinvested relative to the entire industry
from 2005 to 2013.  

Transocean's Board claimed that they authorized the post-Aker share issuance
"in order to ensure financial flexibility," but they  fail to explain that the
Company issued stock at near the eight-year low, or that less than 30 days
before the issuance, they stated, in response to a question about the prudence
of the acquisition in the context of dividend payments and debt maturities:
"We have, even after the acquisition of the shares of Aker Drilling, we have
significant cash on the balance sheet, and we continue to be cash flow
positive, significantly at the operating level.   So we're not in a situation
where this is causing us undue concern."  

Although the Company seems intent on trying to support a positive narrative
for the Company and at times have even claimed "outperformance", Transocean's
real story is one of accountability.   Whether in connection with a widely
publicized shareholder return error or the destruction of billions in
shareholder value, it seems to us that no one at Transocean ever accepts
responsibility or is held accountable.  Fortunately for shareholders, next
month you have the opportunity to hold the Board accountable for years of
failure – it is time for Mike Talbert, Thomas Cason and Robert Sprague to go.
 

As ISS stated: "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."  We couldn't agree more.

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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