Transocean Ltd : Transocean Ltd. Reiterates Its Strategy For Maximizing Long-Term Shareholder Value

   Transocean Ltd : Transocean Ltd. Reiterates Its Strategy For Maximizing
                         Long-Term Shareholder Value

ZUG, SWITZERLAND -- Transocean Ltd. (NYSE: RIG) (SIX: RIGN) today published a
letter urgently reminding its shareholders to protect their investment in
Transocean from Carl Icahn's agenda by voting the company's WHITE proxy card
in advance of the 2013 Annual General Meeting ("AGM"). The AGM will be held
at 5 p.m. CEST, on May 17, 2013, in Zug, Switzerland.

  *The Transocean Board of Directors unanimously recommends that the
    company's shareholders vote FOR a U.S. dollar-denominated dividend of
    $2.24 per share, or approximately $800 million in the aggregate (based
    upon the number of currently outstanding shares), out of additional
    paid-in capital;

  *The Transocean Board of Directors unanimously recommends that shareholders
    vote FOR the company's five experienced and highly qualified director
    nominees: Frederico F. Curado (new director nominee), Thomas W. Cason,
    Steven L. Newman, Robert M. Sprague and J. Michael Talbert; and

  *The Transocean Board of Directors unanimously recommends that shareholders
    vote FOR granting the Board authority to issue shares out of the company's
    authorized share capital. This authority was originally granted at the May
    2011 AGM and will expire on May 13, 2013. 

Transocean's management and Board of Directors are fully committed to
maximizing long-term shareholder value through the company's balanced capital
allocation strategy, which includes maintaining a strong, flexible balance
sheet; pursuing disciplined, high-return investments in the business; and
providing a sustainable return of capital to shareholders with the goal of
future increases in distributions once litigation uncertainties diminish. We
believe this strategy must be carried out by our highly qualified,
experienced, diverse and well-functioning Board that is focused on maintaining
a highly competitive fleet and driving value for shareholders.

          Please vote promptly using the company's WHITE proxy card

April 30, 2013

Dear Fellow Shareholders:

Throughout its history, Transocean management and its Board have remained
committed to creating shareholder value by leveraging the competitive
advantage afforded by operating an industry-leading offshore drilling fleet.
We have been successful in this regard and are working diligently and with
urgency to ensure the sustainability of the significant operational
improvements achieved in 2012 and to continue to execute our balanced capital
allocation strategy. In the context of unprecedented challenges related to the
April 2010 Macondo incident, Transocean has made significant progress towards
its strategic and operational objectives, including:

  *Materially improving revenue efficiency and utilization, resulting in
    increased operating cash flow;

  *Continuing to execute our asset strategy - over the past two years we
    added five new, high-specification rigs, divested 19 non-core rigs in
    single-asset transactions, and sold 38 low-specification rigs in a
    large-scale transaction; 

  *Significantly reducing Macondo-related litigation uncertainties through
    our partial settlement with the U.S. Department of Justice earlier this
    year; and 

  *Continuous renewal of the Board through the addition of six new,
    independent members within the last two years. This renewal continues with
    the Board's nomination of Frederico Curado.

Transocean is positioned to build upon these recent successes to maximize
long-term value for all our shareholders, and we need your support to ensure
that we continue to make progress. We ask you to vote FOR all of the Board's
recommendations at the upcoming AGM, but particularly: the Board's $2.24 per
share dividend proposal (Proposal 3B1); theelection of the five Directors
nominated by Transocean's Board (Proposals 6A - 6E); and the re-adoption of
Board authority to issue shares out of authorized share capital (Proposal 4).


An important component of Transocean's approach to corporate governance is to
regularly infuse fresh perspectives into an experienced and knowledgeable
Board. This is clearly illustrated by the fact that six of our 12 independent
directors have been added to the Board in the last two years. In order to
achieve this pace of renewal without compromising Board effectiveness, each
director candidate is carefully vetted through a process requiring many months
of work. Among other characteristics, we seek out individuals who exhibit the

  *Demonstrated independence, both under NYSE standards and in being free
    from any prior commitments or influences that might undermine their
    ability to think independently and serve the best interests of our company
    and all shareholders; 

  *The highest professional and personal integrity, ethics and values; 

  *Reasoned and tested judgment, deep experience and professional
    accomplishment in their careers before joining our board;

  *Specific skills, backgrounds and experience directly relevant to
    Transocean's business; and

  *A commitment to invest significant time and effort to understand the
    company's worldwide business, including our customers, assets, finances,
    operations and, importantly, our diverse global workforce.

We are diligent in our search and only after a rigorous, months-long process
of careful evaluation of director candidates does our Corporate Governance
Committee and Board recommend nominees to our shareholders. In stark contrast,
Mr. Icahn has invested minimal time, effort and analysis to recruit his
nominees, instead choosing to put forth his longtime allies without
consideration of relevant experience, independence from his agenda and history
of achievement that you, our shareholders, deserve in your leadership team.
Here are a few of the facts:

  *Mr. Icahn has nominated Samuel Merksamer, his 32-year old employee who
    has, in our view, very little real-world experience and no operating
    experience and only a history of serving on the Boards - currently five -
    of companies affiliated with Mr. Icahn that we believe are not comparable
    to Transocean in many ways; 

  *Mr. Icahn has nominated Jose Maria Alapont, the former CEO and a current
    Director of an automotive supplier based in the U.S. with a market
    capitalization of roughly $700 million^[1], which has generated a negative
    75 percent total shareholder return^[2] under his leadership;
  *During his contentious takeover of U.S.-based refiner CVR, Mr. Icahn said
    that nominee John Lipinski was "trying to fool shareholders," was a CEO
    with "dismal" performance, and that CVR was being mismanaged. 

In our view, these facts are startling andshould be of great concern to our
shareholders, particularly given the complexity of Transocean's business, the
cyclicality of the offshore drilling industry, and in the context of the
unique uncertainties that the company currently faces.  If Mr. Icahn had
proposed a qualified slate that we felt would provide an independent
perspective, possessed a relevant expertise or skill set, and otherwise met
Transocean's stringent criteria, we may have endorsed his nomination. Instead,
we believe Mr. Icahn has proposed an unqualified group of nominees
ill-equipped to respond effectively to the challenges regularly encountered by
a multi-national, asset-intensive, multi-billion dollar company. We believe
that Mr. Icahn's nominees are loyal to him alone and are committed to
following his misguided agenda.

For all of these reasons, Transocean strongly disagrees with ISS's decision to
reject only one of Icahn's three nominees, Mr. Lipinski. Transocean does not
believe that Mr. 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 has
sensibly rejected. As with several other situations where ISS has supported
dissident slates only to have them defeated by shareholders, we are confident
that our shareholders will exercise independent judgment regardless of ISS's
position, and we urge them to decisively defeat Mr. Icahn's nominees who
advocate a capital return proposal that ISS itself believes is misguided.

The independence of our Directors and the continuous infusion of fresh
perspectives provide us with a very dynamic, objective and open-minded Board
that takes decisions it believes are in the best interest of all our
shareholders. Further, we believe that every Board functions best when
ongoing renewal is balanced with appropriate continuity - Board members
possessing strong institutional knowledge of Transocean and the industry,
without which the company may lose the benefit of "lessons learned" garnered
during these Directors' time on the Board.

We believe in having all issues considered openly and debated robustly among a
dynamic Board that has a singular focus on maximizing long-term shareholder
value and protecting the interests of all our shareholders. The longer-serving
nominees who are up for re-election - including Thomas W. Cason, Robert M.
Sprague and J. Michael Talbert - have worked closely with current management
to develop and implement the strategic goals against which the company is
successfully executing. They have also stood up to difficult conditions in
this cyclical industry, including Macondo, while acting as good stewards of
capital focused on maximizing shareholder returns.


Mr. Icahn's proposals continue to highlight what we believe is a misguided,
self-serving and short-term agenda that in our view threatens the company's
ability to operate successfully and generate sustainable shareholder value
over the long-term. In our view, his proposals ignore the cyclical and
capital-intensive nature of the offshore drilling industry and are
contradictory to Transocean's strategy of maximizing long-term shareholder
value through operational excellence and a responsible, balanced allocation of
capital. We remind you that: 

  *Mr. Icahn's dividend proposal is in direct conflict with Transocean's
    disciplined capital allocation strategy and we believe it would adversely
    affect the company's ability to operate and compete effectively in a
    cyclical and capital-intensive industry. 

  *In our view, Mr. Icahn's misguided agenda highlights his lack of drilling
    industry expertise. We believe his superficial analysis is evidenced by
    his demand for an unreasonable 85% net income payout ratio, which ignores
    the dynamics of the cyclical offshore drilling industry and fails to
    recognize that long-term shareholder value is maximized by having the
    financial flexibility necessary to make disciplined, high-return
    investments in the fleet and deliver a sustainable return of capital to
    shareholders. Transocean's proposed dividend is well in excess of the
    average implied dividend yields and payout ratios of other offshore
    drillers and broader oilfield services companies. 

  *We believe the favorable ISS recommendation for Transocean's proposed
    $2.24 per share dividend and against Mr. Icahn's misguided dividend
    proposal, reaffirms our prudent, balanced approach to value creation. The
    recommendation underscores 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

  *In our view Mr. Icahn's Board nominees would bring no value to the company
    and highlight his lack of understanding of what is needed to lead a
    world-class offshore drilling company. We believe his nominees are captive
    to Mr. Icahn through current and past associations and were handpicked to
    pursue his misguided agenda; and that among other weaknesses, they have
    limited international experience with 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 experience with the specialized operator-contractor business
    model; and have little apparent experience with complex international tax
    treaties and networks. 


We are seeking your vote FOR the company's proposed $2.24 per share dividend
(Proposal 3B1), which represents one of the industry's highest implied payout
ratios and dividend yields, and increases may be appropriate once
uncertainties diminish. In the context of a cyclical and capital-intensive
industry, we believe the unique uncertainties associated with the remaining
litigation faced by the company dictate that Transocean must maintain a
prudent level of financial flexibility. In our view, Mr. Icahn's ill-conceived
and unrealistic, and inappropriate dividend proposal fails to recognize the
nature of the offshore drilling industry. 

We are also seeking your vote FOR the five highly qualified Transocean
Director nominees: Frederico F. Curado, Thomas W. Cason, Steven L. Newman,
Robert M. Sprague and J. Michael Talbert (Proposals 6A - 6E). Our nominees
have deep, relevant expertise and a history of achievement.  Conversely, we
believe Mr. Icahn's unqualified nominees emphasize his lack of familiarity
with the industry and make apparent his disregard for the company's long-term

In order to provide the company with additional flexibility, we also urge you
to vote FOR the Board's proposal that its authority to issue shares out of the
company's authorized share capital be renewed for an additional two-year
period (Proposal 4). The Board's current authority will expire on May 13,
2013. While the Board currently has no plans to issue shares under this
authorization, extending this authority provides the company with additional
flexibility to pursue value-enhancing opportunities in accordance with its
disciplined capital allocation strategy.

On behalf of Transocean's Board and management team, we thank you for your
continued support.


J. Michael Talbert      Steven L. Newman
Chairman       President and Chief Executive Officer

                           YOUR VOTE IS IMPORTANT!

        Please take a moment of your time to vote your shares TODAY. 

Simply follow the easy instructions on the enclosed WHITE proxy card or WHITE
 voting instruction form to make sure your shares are represented at the AGM.

           If you have any questions, or need assistance in voting
                your shares, please call our proxy solicitor,

                          INNISFREE M&A INCORPORATED
              1-877-456-3507 (toll-free from the US and Canada)
                    +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.

            Again, we remind you NOT to return any Gold proxy card
                       you may receive from Mr. Icahn.

    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

For  more   information   about   Transocean,  please   visit   the   websites or

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

[1]As of April 26, 2013
[2]Based on Capital IQ Dividend-Adjusted Total Return for the period April
23, 2008 (relisting date) to April 19, 2013. There may have been factors that
contributed to the negative 75% shareholder return other than Mr. Alapont's


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
Press spacebar to pause and continue. Press esc to stop.