Carl C. Icahn Issues Open Letter To Transocean Shareholders
NEW YORK, May 13, 2013
NEW YORK, May 13, 2013 /PRNewswire/ --Carl C. Icahn today delivered the
following open letter to shareholders of Transocean Ltd.
Dear Fellow Transocean Shareholders:
Today, after facing strong shareholder dissent, and in what appears to be a
last ditch effort to preserve his reelection, Mike Talbert has promised
shareholders that if elected, he will shortly resign. We find it to be utterly
absurd that a Chairman facing the prospect of losing his directorship would be
so brazen as to ask shareholders to return him as Chairman so that he and the
Board can then pick his successor. In today's press release, Mr. Newman
stated that Talbert has "…played a very important role in making Transocean
the company it is today." Finally, we agree on something – and that is
exactly why we are seeking to replace Talbert. As Mr. Newman was quoted in
the Wall Street Journal today: "There's no question the company has
underperformed." We urge all shareholders to vote against Talbert, Sprague
and Cason and replace them with directors who are willing to make shareholders
their top priority.
Additionally, we were gratified to learn that Ethos Foundation, a Swiss proxy
advisory firm, has recommended that institutional investors vote in favor of
electing all three Icahn nominees to the Board of Transocean Ltd. At this
point, we are pleased that ISS, Glass Lewis and Ethos have all recommended
against the Chairman of the Board, Mike Talbert, recognizing that the Company
has underperformed and someone must be held accountable. 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 fully agree.
In 2005, Ultra-Deepwater drillship unit day-rates were below $200,000 per day,
and Transocean shares averaged $54.16 for the year. Today, day-rates have
rocketed up to over $600,000 per day but Transocean shares are unchanged.
Material improvements in market conditions have not translated into returns
for Transocean shareholders. We believe that directors Talbert, Sprague and
Cason have proven themselves incapable of delivering returns, and therefore,
they should be replaced. Shareholders at last have a say in the future of the
Company by replacing these directors. We have nominated directors who we
believe are capable and who will work to meaningfully enhance shareholder
In our view, this is truly an astounding situation because this board is not
simply responsible for a single poor decision, but instead the Board has built
a consistently disappointing track record of poor decisions leading to poor
shareholders returns. Yet, instead of apologizing to shareholders for this
poor performance and explaining how the future will employ strategies
different than the past, in our opinion, they are essentially telling
shareholders "You should be thanking us, and are lucky to have a "world class"
board". While we are more than willing to work with other independent board
members to have a comprehensive debate to formulate a consensus plan to move
forward to create value, there is no point debating that actions taken by this
Board in the past have contributed to terrible shareholder returns. Their
decisions and historical shareholder returns are a matter of public record and
are simply facts. It is time for change.
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 TO INCLUDE THEIR INFORMATION
IN THIS LETTER.
SOURCE Carl C. Icahn
Contact: Susan Gordon, (212) 702-4309
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