GlobalSantaFe Corp., Houston, (NYSE: GSF) and Transocean Inc., Houston, (NYSE: RIG) plan to combine in a merger of equals with an estimated enterprise value of approximately $53 billion and 146 rigs. The combined company will retain the name Transocean Inc. and its New York Stock Exchange symbol, RIG.
Transocean shareholders will receive $33.03 in cash and 0.6996 share of the combined company per Transocean share and GlobalSantaFe shareholders will receive $22.46 in cash and 0.4757 share of the combined company per GlobalSantaFe share. Shareholders of both companies are expected to receive $15 billion in cash. The total number of shares outstanding of the combined company will be approximately 318 million shares.
GlobalSantaFe provides offshore oil and gas contract-drilling services primarily in the Gulf of Mexico, the North Sea, West Africa, the Mediterranean Sea, Southeast Asia, South America, the Middle East and eastern Canada. As of year-end 2006, the company owned and operated 59 marine drilling rigs, including 43 cantilevered jackups, 11 semisubmersibles, three drillships and two additional semisubmersibles.
Transocean provides offshore contract-drilling services primarily in the Far East, India, Gulf of Mexico, U.K., Nigeria, the Mediterranean and Middle East, Brazil, Norway, other West African countries, Australia, Canada, the Caspian Sea and Venezuela. As of February, the company owned and operated 82 mobile offshore and barge drilling units, including 33 high-spec semisubmersibles and drillships, 20 floaters, 25 jackups and four other rigs.
Transocean chief executive Robert L. Long says, "GlobalSantaFe's outstanding rig fleet complements Transocean's, and the combined company will have a global fleet of 146 rigs. This transaction will enhance our high-end floater fleet, including five newbuild ultra-deepwater units, while growing our position in the worldwide jackup market, especially in the Middle East, West Africa and North Sea. In addition, we will be positioned to better offer the full scope of drilling services to customers in all geographical areas as we focus on incident-free, efficient operations and further developing our talented workforce."
GlobalSantaFe president and CEO Jon A. Marshall says, "The combined company will have a broader customer base, particularly with the increasingly important national oil companies, greater exposure to the growing deepwater business and increased, low-risk organic growth prospects from the combined deepwater newbuild program. The enhanced operational capability of a more geographically diverse rig fleet will produce significant benefits for our customers and provide substantial growth opportunities for our people."
Marshall will become president and chief operating officer of Transocean. GlobalSanteFe chairman Robert E. Rose will become chairman of Transocean. Long will remain CEO of Transocean.
The cash portion of the deal will be funded through a bridge loan due one year after closing through affiliates of Goldman, Sachs & Co. and Lehman Brothers Inc. Goldman Sachs is financial advisor to Transocean and Lehman Brothers Inc. is financial advisor to GlobalSantaFe. Simmons & Co. International provided a fairness opinion to GlobalSantaFe.
The merger is expected to close by year-end.
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