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CARL C. ICAHN ISSUES OPEN LETTER TO TRANSOCEAN SHAREHOLDERS

(The following is a reformatted version of a press release
issued by Carl C. Icahn and received via electronic mail. The
release was confirmed by the sender.) 
CARL C. ICAHN ISSUES OPEN LETTER TO TRANSOCEAN SHAREHOLDERS 
New York, New York, May 2, 2013:  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. 
Contact:
Susan Gordon
(212) 702-4309 
(bjh) NY 
#<873920.660640.3.4.1.0.76>#
 
 
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