Ocean Rig UDW Inc. (NASDAQ:ORIG), (“Ocean Rig” or the “Company”),
an international contractor of offshore deepwater drilling
services, today announced that it has scheduled an extraordinary
general meeting of shareholders (the “Special Meeting”) to, among
other things, consider and vote on a proposal to approve and adopt
the previously announced Agreement and Plan of Merger, dated as of
September 3, 2018, by and among Ocean Rig, Transocean Ltd.
(“Transocean”), Transocean Oceanus Holdings Limited, and Transocean
Oceanus Limited.
Ocean Rig shareholders of record at the close of
business on October 16, 2018 will be entitled to notice of, and to
vote at, the Special Meeting, which is scheduled to be held on
Thursday, November 29, 2018, at 9:00 a.m. local time, at the
Company’s offices located at 3rd Floor Flagship Building, Harbour
Drive, Grand Cayman, Cayman Islands.
Formal notice of the Special Meeting and the
Company’s and Transocean’s joint proxy statement/prospectus are
expected to be sent to shareholders on or as soon as practicable
after October 16, 2018.
About
Ocean Rig
UDW
Inc.
Ocean Rig is an international offshore drilling
contractor providing oilfield services for offshore oil and gas
exploration, development and production drilling, and specializing
in the ultra-deepwater and harsh-environment segment of the
offshore drilling industry.
Ocean Rig’s common stock is listed on the NASDAQ
Global Select Market where it trades under the symbol “ORIG.”
Visit the Company’s website at
www.ocean-rig.com.
Forward-Looking
Statement
Matters discussed in this release may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. The Private Securities
Litigation Reform Act of 1995 provides safe harbor protections for
forward-looking statements in order to encourage companies to
provide prospective information about their business. The Company
desires to take advantage of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and is including
this cautionary statement in connection with such safe harbor
legislation.
Forward-looking statements relate to
management’s expectations, beliefs, intentions or strategies
regarding the future. These statements may be identified by the use
of words like “anticipate,” “believe,” “estimate,” “expect,”
“intend,” “may,” “plan,” “project,” “should,” “seek,” and similar
expressions. Forward-looking statements reflect management’s
current views and assumptions with respect to future events and are
subject to risks and uncertainties.
Forward-looking statements are based on
management's current expectations and assumptions, and are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict. As a result, actual results could differ
materially from those indicated in these forward-looking
statements. Factors that could cause actual results to differ
materially include, but are not limited to, estimated duration of
customer contracts; contract dayrate amounts; future contract
commencement dates and locations; planned shipyard projects and
other out-of-service time; sales of drilling units; timing of the
Transocean newbuild deliveries; operating hazards and delays; risks
associated with international operations; actions by customers and
other third parties; the future prices of oil and gas; the
intention to scrap certain drilling rigs; the inability by
Transocean to complete the acquisition of Ocean Rig in a timely
manner or at all (whether as the result of the inability to obtain
or delay in obtaining any required Transocean or Ocean Rig
shareholder approvals or any required regulatory approvals, or for
any other reason); the imposition of any terms and conditions on
any required governmental and regulatory approvals that could
reduce the anticipated benefits to Transocean of the acquisition;
the occurrence of any event, change or other circumstances that
could give rise to the termination of the acquisition; the
inability to successfully integrate Ocean Rig's operations with
those of Transocean without unexpected cost or delay, the
challenges of integrating and retaining key employees; risks
related to diversion of management time and attention from ongoing
business operations due to the acquisition; the inability of
Transocean to achieve expected synergies from the acquisition or
that it may take longer or be more costly than expected to achieve
those synergies; the effect of the announcement or completion of
the acquisition on the ability of Transocean and Ocean Rig to
retain customers, retain or hire key personnel, maintain
relationships with their respective suppliers and customers, and on
their operating results and businesses generally, the inability to
achieve anticipated synergies from the merger in a timely manner or
at all; and other factors, including those and other risks
discussed in the Transocean's most recent Annual Report on Form
10-K for the year ended December 31, 2017, Ocean Rig's most recent
Annual Report on Form 20-F, and in the Transocean's or Ocean Rig's
other filings with the U.S. Securities and Exchange Commission
("SEC"), which are available free of charge on the SEC's website
at: www.sec.gov. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated. All
subsequent written and oral forward-looking statements attributable
to the Transocean or to persons acting on our behalf are expressly
qualified in their entirety by reference to these risks and
uncertainties. You should not place undue reliance on
forward-looking statements. Each forward-looking statement speaks
only as of the date of the particular statement, and we undertake
no obligation to publicly update or revise any forward-looking
statements to reflect events or circumstances that occur, or which
we become aware of, after the date hereof, except as otherwise may
be required by law.
Additional Information and Where to Find It
This communication relates to the proposed
merger pursuant to the terms of the Agreement and Plan of Merger,
dated as of September 3, 2018, by and among Ocean Rig, Transocean,
Transocean Oceanus Holdings Limited and Transocean Oceanus Limited.
In connection with the proposed merger, Transocean has filed a
Registration Statement on Form S-4 with the SEC that includes a
joint proxy statement/prospectus of Transocean and Ocean Rig that
also constitutes a prospectus of Transocean, which joint proxy
statement/prospectus will be mailed or otherwise disseminated to
Transocean and Ocean Rig shareholders when it becomes available.
Transocean and Ocean Rig also plan to file other relevant documents
with the SEC regarding the proposed merger.
INVESTORS AND SECURITYHOLDERS ARE URGED
TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC IN THEIR ENTIRETY BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. You may
obtain a free copy of the joint proxy statement/prospectus and
other relevant documents filed by Transocean and Ocean Rig with the
SEC at the SEC’s website at www.sec.gov. Copies of the documents
filed by Transocean with the SEC are available free of charge on
Transocean’s website at www.deepwater.com or by emailing
Transocean’s Investor Relations at info@deepwater.com. Copies of
the documents filed by Ocean Rig with the SEC are available free of
charge on Ocean Rig’s website at www.ocean-rig.com or by emailing
Ocean Rig’s Investor Relations at oceanrig@capitallink.com.
Certain Information Regarding Participants in the
Solicitation
Transocean, Ocean Rig and their respective
directors and executive officers and other members of management
and employees may be deemed to be participants in the solicitation
of proxies in respect of the proposed merger. Information regarding
Transocean’s directors and executive officers is set forth in the
definitive proxy statement on Schedule 14A filed by Transocean with
the SEC on March 20, 2018 and in the Annual Report on Form 10-K
filed by Transocean with the SEC on February 21, 2018. Additional
information regarding the participants in the solicitation of
proxies in respect of the Transocean and Ocean Rig extraordinary
general meetings and a description of their direct and indirect
interests, by security holdings or otherwise, is included in the
joint proxy statement/prospectus and other relevant documents filed
with the SEC. You may obtain free copies of these documents from
Transocean or Ocean Rig using the sources indicated above.
Non-Solicitation
This communication does not constitute an offer
to buy, or the solicitation of an offer to sell, any securities,
nor shall there be any sale of securities in any jurisdiction in
which such offer or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of the U.S. Securities Act of
1933, as amended. This communication is not a substitute for any
prospectus, proxy statement or any other document that Transocean
or Ocean Rig may file with the SEC in connection with the proposed
merger.
Investor
Relations
/
Media:
Nicolas BornozisCapital Link, Inc. (New York) Tel.
212-661-7566E-mail: oceanrig@capitallink.com
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