Offshore drillers Noble Corporation and Maersk Drilling have entered into a definitive agreement to combine in a primarily all-stock transaction. Following the completion of the transaction, the Maersk Drilling shareholders and Noble shareholders will each own approximately 50% of the outstanding shares of the combined company. The combined company will be named Noble Corporation, and its shares will be listed on the New York Stock Exchange and Nasdaq Copenhagen. The transaction is targeted to close in mid-2022.
The combined company will be headquartered in Houston, Texas, and will maintain a significant operating presence in Stavanger, Norway. It will have a seven-member board of directors with balanced representation from each of Noble and Maersk Drilling. Initially, the board will be comprised of three directors appointed by Noble and three directors appointed by Maersk Drilling, one of whom will be the current chairman of Maersk Drilling, Claus Hemmingsen. Noble and Maersk Drilling will jointly appoint Charles Sledge the chairman of the board of directors of the combined company.
It has been agreed that Robert Eifler, Noble’s president and CEO, will become president and CEO of the combined company upon the closing of the transaction. Eifler will also be a member of the board of directors.
The business combination agreement has been unanimously approved by the boards of directors of Noble and Maersk Drilling, and it is also supported by major shareholders of both companies, including Noble’s top three shareholders, which collectively currently own approximately 53% of Noble shares, and APMH Invest, which currently owns approximately 42% of the share capital and votes of Maersk Drilling.
Although the agreement primarily is an all-stock transaction, Maersk Drilling shareholders will have the ability to elect to receive cash instead of shares in the new holding company. As a consequence, Maersk Drilling shareholders’ overall shareholding in the new company upon completion of the offer may be reduced below 50%.
The combined company will have a fleet comprising of 20 floaters and 19 jackup rigs.