Noble Corporation plc announces agreement to acquire Diamond Offshore Drilling, Inc.

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 $5.65 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 $100 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 $2.1 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].