Carl C. Icahn Issues Open Letter To Transocean Shareholders

         Carl C. Icahn Issues Open Letter To Transocean Shareholders

PR Newswire

NEW YORK, May 2, 2013

NEW YORK, May 2, 2013 /PRNewswire/ --Carl C. Icahn today delivered the
following open letter to shareholders of Transocean Ltd.

Dear Fellow Transocean Shareholders:

Transocean has at last acknowledged the magnitude of the cost cutting
opportunity at the Company: in the initial phase, at least $300 million of
annualized savings. However, the more important issue at this point – how will
the $300 million in annualized savings impact shareholders? If additional
capital is tied up in long dated low return capital projects, we do not
believe shareholders will ever see the benefit. We continue to believe that
even without the $300 million annualized savings, a $4.00 dividend is entirely
feasible, but obviously this $300 million makes it even more so.

Despite recently being proved wrong on their share performance claims and
being forced to revise their proxy materials, Transocean is still making, in
our view, unsupportable claims in their communications with shareholders. The
Company is claiming that they "have remained committed to creating shareholder
value…" and that they "have been successful in this regard." Yet for a
shareholder who purchased Transocean stock in August of 2005 around the time
Seadrill was publicly listed, returns have been negative. In fact, in the 1,
3, and 5 year periods, as well as the pre-Macondo 3 and 5 year periods, there
are two things in common – Mike Talbert, Robert Sprague and Thomas Cason were
leading the Board and shareholder returns were below the industry average.
Despite their "commitment", we believe this Board has overseen shareholder
underperformance and value destruction for years. This Board has made no
effort, in our view, to explain to shareholders why the Company has
underperformed over the years, or what will be done differently in the future
to reverse the Company's consistent pattern of underperformance. Instead of
explaining how the future will differ from the past, this Board is asking
shareholders to continue supporting the same directors that led the Company
during this disastrous period, reminding us of Albert Einstein, who once said,
"The definition of insanity is doing the same thing over and over again and
expecting different results."

In our view, the Company is asking shareholders to blindly support and
entrench directors regardless of performance. We challenge Transocean to
acknowledge past mistakes, and finally and fully explain why shareholders
should support directors responsible for those mistakes. Furthermore, we
would like to understand the "rigorous, months-long process of careful
evaluation" the Board claims to have undergone in assessing its nominations,
only to re-nominate Chairman Talbert who has presided over almost a decade of
value destruction and underperformance. How bad do shareholder returns have to
be before this Board realizes that the leadership has failed and change is
required to drive performance?

Transocean has also claimed that under certain circumstances they would have
considered board nominees proposed by Icahn and may have even endorsed their
nomination. In our view, this statement is completely disingenuous. Prior to
nominating directors, we repeatedly told the Company that we would like to see
change at the board level, but the Company chose not to engage in any
meaningful discussions with us regarding new board members. Furthermore, if
Transocean was even remotely serious about considering shareholder proposed
nominees, wouldn't it make sense to meet with and interview our nominees to
consider their qualifications? Not one director has made any effort to speak
with any of our nominees. We believe that these are the actions of an
entrenched board circling the wagons to protect their own jobs despite years
of shareholder underperformance.

Transocean has described their incumbent directors as "world-class", which to
us is an utterly meaningless designation. Given Transocean's
underperformance, we believe the Board should be apologizing to shareholders
and explaining how the future will differ from the past, not anointing
themselves with self-congratulatory superlatives. Although the Board does
not appear to be interested in explaining how the future will differ from the
past, later this month shareholders will have the opportunity to elect new
directors to the Board of Transocean ensuring that the Company's future Board
is different than today's.

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.



SOURCE Carl C. Icahn

Contact: Susan Gordon, (212) 702-4309
 
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