Item 8.01 Other Events.
As previously disclosed, on November 10, 2021, Noble Corporation, an exempted
company incorporated in the Cayman Islands with limited liability ("Noble"),
entered into a Business Combination Agreement (the "Business Combination
Agreement") with Noble Finco Limited, a private limited company formed under the
laws of England and Wales and an indirect, wholly owned subsidiary of Noble
("Topco"), Noble Newco Sub Limited, a Cayman Islands exempted company and a
direct, wholly owned subsidiary of Topco ("Merger Sub"), and The Drilling
Company of 1972 A/S, a Danish public limited liability company ("Maersk
Drilling" and collectively, together with Noble, Topco, Merger Sub, the
"Parties"), pursuant to which, among other things, (i) (x) Noble will merge with
and into Merger Sub (the "Merger"), with Merger Sub surviving the Merger as a
wholly owned subsidiary of Topco, and (y) the ordinary shares, par value
$0.00001 per share, of Noble will convert into an equivalent number of class A
ordinary shares, par value $0.00001 per share, of Topco (the "Topco Shares"),
and (ii) (x) Topco will make a voluntary tender exchange offer to Maersk
Drilling's shareholders (the "Offer" and, together with the Merger and the other
transactions contemplated by the Business Combination Agreement, the "Business
Combination") and (y) upon the consummation of the Offer, if more than 90% of
the issued and outstanding shares of Maersk Drilling, nominal value DKK 10 per
share ("Maersk Drilling Shares"), are acquired by Topco, Topco will redeem any
Maersk Drilling Shares not exchanged in the Offer by Topco for Topco Shares or
cash, at the election of the holder (cash for holders that do not make an
election), under Danish law by way of a compulsory purchase.
As previously disclosed, the completion of the Business Combination is
conditioned on, among other things, clearance by antitrust and foreign direct
investment authorities in the United Kingdom, Norway and Denmark, as well as
certain other jurisdictions as agreed between the parties. Initial filings have
been submitted. The governmental agencies from which the Parties seek these
approvals and consents generally have broad discretion in administering the
governing regulations.
The Parties were recently advised that the Norwegian Competition Authority
(Konkurransetilsynet) has reviewed the Business Combination application pursuant
to the filings submitted to it and has no objection to the Business Combination.
The process for obtaining the other approvals is ongoing. The Parties cannot
provide any assurance as to whether all required approvals and consents will be
obtained or the timing of, or conditions to, such approvals if they are
obtained. We do not intend to provide additional updates on these regulatory
approvals in advance of the completion of the Business Combination, if and when
it occurs, except as required under applicable law or regulation.
Additional Information and Where to Find It
In connection with the proposed Business Combination, on December 20, 2021,
Topco filed a Registration Statement on Form S-4 with the Securities and
Exchange Commission (the "SEC") that includes a preliminary proxy statement of
Noble that also constitutes a preliminary prospectus for Topco. When available,
Noble will mail the definitive proxy statement/prospectus to its shareholders in
connection with the vote to approve the merger of Noble with a wholly-owned
subsidiary of Topco. Should Maersk Drilling and Noble proceed with the proposed
Business Combination, Maersk Drilling and Noble also expect that Topco will file
an offer document with the Danish Financial Supervisory Authority
(Finanstilsynet). This communication does not contain all the information that
should be considered concerning the proposed Business Combination and is not
intended to form the basis of any investment decision or any other decision in
respect of the proposed Business Combination. INVESTORS AND SHAREHOLDERS ARE
URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS RELATING TO THE PROPOSED
BUSINESS COMBINATION IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED BY EACH OF
TOPCO AND NOBLE WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION OR
INCORPORATED BY REFERENCE THEREIN BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT TOPCO, MAERSK DRILLING AND NOBLE, THE PROPOSED BUSINESS
COMBINATION AND RELATED MATTERS.
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Investors and shareholders can obtain free copies of the proxy
statement/prospectus and other documents filed with the SEC by Maersk Drilling,
Noble and Topco through the website maintained by the SEC at www.sec.gov. In
addition, investors and shareholders can obtain free copies of the proxy
statement/prospectus and other documents related thereto on Maersk Drilling's
website at www.maerskdrilling.com or on Noble's website at www.noblecorp.com or
by written request to Noble at Noble Corporation, Attn: Richard B. Barker, 13135
Dairy Ashford, Suite 800, Sugar Land, Texas 77478.
Participants in the Solicitation
Maersk Drilling, Noble and their respective directors, executive officers and
certain employees may be deemed to be participants in the solicitation of
proxies from the shareholders of Maersk Drilling and Noble, respectively in
connection with the proposed Business Combination. Shareholders may obtain
information regarding the names, affiliations and interests of Noble's directors
and officers in Noble's Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, which was filed with the SEC on March 12, 2021, as amended on
April 16, 2021. To the extent the holdings of Noble's securities by Noble's
directors and executive officers have changed since the amounts set forth in
such annual report, such changes have been or will be reflected on Statements of
Change in Ownership on Form 4 filed with the SEC. Information regarding the
names, affiliations and interests of Maersk Drilling's directors and officers is
contained in Maersk Drilling's Annual Report for the fiscal year ended
December 31, 2020 and can be obtained free of charge from the sources indicated
above. Additional information regarding the interests of such individuals in the
proposed Business Combination are included in the preliminary proxy
statement/prospectus and will be included in the definitive proxy
statement/prospectus relating to the proposed Business Combination when it is
filed with the SEC. You may obtain free copies of these documents from the
sources indicated above.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in any
jurisdiction pursuant to the proposed Business Combination or otherwise, nor
shall there be any sale, issuance or transfer of securities in any jurisdiction,
in each case in contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act and applicable European or UK, as appropriate, regulations.
Subject to certain exceptions to be approved by the relevant regulators or
certain facts to be ascertained, the public offer will not be made directly or
indirectly, in or into any jurisdiction where to do so would constitute a
violation of the laws of such jurisdiction, or by use of the mails or by any
means or instrumentality (including, without limitation, facsimile transmission,
telephone and the internet) of interstate or foreign commerce, or any facility
of a national securities exchange, of any such jurisdiction.
Forward-Looking Statements
This communication includes forward-looking statements within the meaning of the
federal securities laws with respect to the proposed Business Combination,
including statements regarding the Business Combination and the required
regulatory approvals and consents. These forward-looking statements are
generally identified by terminology such as "believe," "may," "will,"
"potentially," "estimate," "continue," "anticipate," "intend," "could," "would,"
"should," "project," "target," "plan," "expect," or the negatives of these terms
or variations of them or similar terminology. The absence of these words,
however, does not mean that the statements are not forward-looking. These
forward-looking statements are based upon current expectations, beliefs,
estimates and assumptions that, while considered reasonable as and when made by
Noble and its management, and Maersk Drilling and its management, as the case
may be. Such forward-looking statements are subject to risks, uncertainties, and
other factors that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. New risks and
uncertainties may emerge from time to time, and it is not possible to predict
all risks and uncertainties.
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Many factors could cause actual future events to differ materially from the
forward-looking statements in this communication, including but not limited to:
(i) the risk that the Business Combination may not be completed in a timely
manner or at all, which may adversely affect the price of Noble's and Maersk
Drilling's securities, (ii) the failure to satisfy the conditions to the
consummation of the Business Combination, including the adoption of the Business
Combination Agreement by the shareholders of Noble, the acceptance of the Offer
by the requisite number of Maersk Drilling shareholders and the receipt of
certain governmental and regulatory approvals, (iii) the occurrence of any
event, change or other circumstance that could give rise to the termination of
the Business Combination Agreement, (iv) the effects of public health threats,
pandemics and epidemics, such as the ongoing outbreak of COVID-19, and the
adverse impact thereof on Noble's or Maersk Drilling's business, financial
condition and results of operations, (v) the effect of the announcement or
pendency of the Business Combination on Noble's or Maersk Drilling's business
relationships, performance, and business generally, (vi) risks that the proposed
Business Combination disrupt current plans of Noble or Maersk Drilling and
potential difficulties in Noble's or Maersk Drilling's employee retention as a
result of the proposed Business Combination, (vii) the outcome of any legal
proceedings that may be instituted against Noble or Maersk Drilling related to
the Business Combination Agreement or the proposed Business Combination,
(viii) the ability of Topco to list the Topco Shares on the New York Stock
Exchange or the Nasdaq Copenhagen A/S, (ix) volatility in the price of the
combined company's securities due to a variety of factors, including changes in
the competitive markets in which Topco plans to operate, variations in
performance across competitors, changes in laws and regulations affecting
Topco's business and changes in the combined capital structure, (x) the effects
of actions by, or disputes among OPEC+ members with respect to production levels
or other matters related to the price of oil, market conditions, factors
affecting the level of activity in the oil and gas industry, and supply and
demand of jackup rigs, (xi) factors affecting the duration of contracts, the
actual amount of downtime, (xii) factors that reduce applicable dayrates,
operating hazards and delays, (xiii) risks associated with operations outside
the US, actions by regulatory authorities, credit rating agencies, customers,
joint venture partners, contractors, lenders and other third parties,
legislation and regulations affecting drilling operations, compliance with
regulatory requirements, violations of anti-corruption laws, shipyard risk and
timing, delays in mobilization of jackup rigs, hurricanes and other weather
conditions, and the future price of oil and gas, (xiv) the ability to implement
business plans, forecasts, and other expectations (including with respect to
synergies and financial and operational metrics, such as EBITDA and free cash
flow) after the completion of the proposed Business Combination, and to identify
and realize additional opportunities, (xv) the failure to realize anticipated
benefits of the proposed Business Combination, (xvi) risks related to the
ability to correctly estimate operating expenses and expenses associated with
the Business Combination, (xvii) risks related to the ability to project future
cash utilization and reserves needed for contingent future liabilities and
business operations, (xviii) the potential impact of announcement or
consummation of the proposed Business Combination on relationships with third
parties, (xix) changes in law or regulations affecting Noble, Maersk Drilling or
the combined company, (xx) international, national or local economic, social or
political conditions that could adversely affect the companies and their
business, (xxi) conditions in the credit markets that may negatively affect the
companies and their business, and (xxii) risks associated with assumptions that
parties make in connection with the parties' critical accounting estimates and
other judgements. The foregoing list of factors is not exhaustive. There can be
no assurance that the future developments affecting Noble, Maersk Drilling,
Topco or any successor entity of the Business Combination will be those that we
have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some
of which are beyond Noble's or Maersk Drilling's control) or other assumptions
that may cause actual results or performance to be materially different from
those expressed or implied by these forward-looking statements or from our
historical experience and our present expectations or projects. You should
carefully consider the foregoing factors and the other risks and uncertainties
that affect the parties' businesses, including those described in Noble's Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and other documents filed from time to time by Noble with the SEC and
those described in Maersk Drilling's annual reports, relevant reports and other
documents published from time to time by Maersk Drilling. Noble and Maersk
Drilling wish to caution you not to place undue reliance on any forward-looking
statements, which speak only as of the date hereof. Except as required by law,
Noble and Maersk Drilling are not undertaking any obligation to update or revise
any forward-looking statements whether as a result of new information, future
events or otherwise.
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