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Noble Corporation plc announces agreement to acquire Diamond Offshore Drilling, Inc.
NENoble plc(NE) Prnewswire·2024-06-10 06:00

Core Viewpoint - Noble Corporation has entered into a definitive merger agreement to acquire Diamond Offshore Drilling, which is expected to enhance its operational capabilities and shareholder value through significant synergies and an expanded fleet [6][18][19]. Financial Aspects - The acquisition will involve Diamond shareholders receiving 0.2316 shares of Noble and 5.65incashperDiamondshare,totalingapproximately5.65 in cash per Diamond share, totaling approximately 600 million in cash [10][34]. - The transaction represents an 11.4% premium to Diamond's closing stock price on June 7, 2024 [18][34]. - Noble anticipates realizing annual pre-tax cost synergies of 100million,with75100 million, with 75% expected to be realized within one year of closing [1][6]. - The combined backlog for Noble and Diamond will be approximately 6.5 billion, with Diamond contributing 2.1billiontothistotal[12][21].OperationalSynergies−Themergerwilladdfour7thgenerationdrillshipsandahigh−specharshenvironmentsemisubmersiblerigtoNoble′sfleet,enhancingitsoperationalcapabilities[6][20].−ThetransactionisexpectedtobeimmediatelyaccretivetoNoble′sfreecashflowpershare,facilitatinganincreasedreturnofcapitaltoshareholders[9][19].StrategicRationale−Themergerispositionedasastrategicmovetocreateamorerobustplatformfordeliveringcustomerandshareholdervalue,leveragingNoble′soperationalstrengthandDiamond′sestablishedmarketpresence[19][20].−Bothcompaniesshareacommitmenttosafety,operationalexcellence,andservice,whichisexpectedtodrivesuccessfulintegration[8].GovernanceandStructure−Followingthemerger,Diamondshareholderswillownapproximately14.52.1 billion to this total [12][21]. Operational Synergies - The merger will add four 7th generation drillships and a high-spec harsh environment semisubmersible rig to Noble's fleet, enhancing its operational capabilities [6][20]. - The transaction is expected to be immediately accretive to Noble's free cash flow per share, facilitating an increased return of capital to shareholders [9][19]. Strategic Rationale - The merger is positioned as a strategic move to create a more robust platform for delivering customer and shareholder value, leveraging Noble's operational strength and Diamond's established market presence [19][20]. - Both companies share a commitment to safety, operational excellence, and service, which is expected to drive successful integration [8]. Governance and Structure - Following the merger, Diamond shareholders will own approximately 14.5% of Noble's outstanding shares on a fully diluted basis [10][18]. - Noble's Board of Directors will be expanded to include one member from Diamond's Board [11]. Dividend Information - Noble has announced a 25% increase in its quarterly dividend to 0.50 per share, effective from the third quarter of 2024 [19][25].