Transocean Releases Presentation Refuting Carl Icahn's Inaccurate and Misleading Statements

Transocean Releases Presentation Refuting Carl Icahn's Inaccurate and 
Misleading Statements 
Shareholders Are Urged to Support the Company's Board Nominees and
Dividend Proposal 
ZUG, SWITZERLAND -- (Marketwired) -- 05/03/13 --  Transocean Ltd.
(NYSE: RIG) (SIX: RIGN) today released a presentation to its
shareholders addressing assertions made by Carl Icahn, including
claims that Transocean believes to be inaccurate and misleading.
Furthermore, the company believes Mr. Icahn's proposals are misguided
and highlight his poor understanding of the cyclical and
capital-intensive nature of the offshore drilling industry. The
presentation can be found at 
In addition to refuting Mr. Icahn's claims, the presentation provides
compelling support for the company's highly qualified slate of
Director nominees and reiterates that the Board's proposed $2.24 per
share dividend will maximize value creation for our shareholders.  
The company's 2013 Annual General Meeting ("AGM") will be held at 5
p.m. CEST, on May 17, 2013, in Zug, Switzerland. Shareholders are
encouraged to support all the Board's recommendations, but
particularly three key proposals: the $2.24 per share dividend, the
election of our five Director nominees, and the re-adoption of Board
authority to issue shares out of the company's authorized share
In our view, Mr. Icahn continues to disseminate information that
relies upon superficial analysis, is misleading or, is simply false.
We believe he has failed to invest the requisite time and effort
necessary to fully understand our business, our industry as a whole,
or even the manner in which we generate operational and financial
returns. Reflecting this apparent paucity of effort, we believe he
has made misleading statements related to prior acquisitions, and put
forth faulty valuation analysis and inaccurate calculations. Further,
we do 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.  
We urge you to vote FOR the company's proposed $2.24 per share
dividend (Proposal 3B1), which was supported by both Institutional
Shareholder Services (
ISS) and Glass Lewis, represents one of the
industry's highest implied payout ratios and dividend yields, and is
believed to be a sustainable starting point for growth in
distributions as the company's unique uncertainties diminish. In this
regard, in the context of a cyclical and capital-intensive industry,
we believe the certainties 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, unrealistic and inappropriate dividend proposal fails
to recognize these important considerations.  
We also ask you to 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 future.  
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.  

                           YOUR VOTE IS IMPORTANT!                          
        Please take a moment of your time to vote your shares TODAY.        
Simply follow the easy instructions on the 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
  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 construction. 
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. Tran
socean disclaims
any intention or obligation to update publicly or revise such
statements, whether as a result of new information, future events or
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
Analyst Contacts: 
Thad Vayda
+1 713-232-7551 
Diane Vento
+1 713-232-8015 
Media Contact: 
Guy A. Cantwell
+1 713-232-7647 
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