SUGAR LAND, Texas, Sept. 4, 2024 /PRNewswire/ -- Noble
Corporation plc ("Noble", the "Company") (CSE: NOBLE, NYSE:
NE) today announces the completion of its acquisition of Diamond
Offshore Drilling, Inc ("Diamond"). This transaction enhances
Noble's position as a leading offshore driller, creating the
largest fleet of 7th generation dual-BOP drillships in
the industry, and adding approximately $2
billion of backlog. Following completion of the acquisition
of Diamond, the Company's board of directors has appointed
Patrice Douglas from the Diamond
board of directors to serve as a new director of Noble.
Noble has filed a form 8-K regarding the completion of the
acquisition with the U.S. Securities and Exchange Commission,
available at: https://bit.ly/3WhkDLD
Robert W. Eifler, President and
Chief Executive Officer of Noble, stated, "We are excited to
close this highly strategic and accretive transaction ahead of
schedule and commence our integration activities. On behalf of
Noble's board of directors and employees, I would like to welcome
the Diamond organization onboard and look forward to our exciting
journey ahead as a combined team."
Charles M. (Chuck) Sledge,
Noble's Chairman of the Board of Directors, added: "This
combination marks a crucial next step in Noble's 7G deepwater
leadership strategy. We are excited to bring Diamond's exceptional
team and fleet on to the Noble platform and look forward to
delivering valuable synergies for all stakeholders through the
integration of these two great companies. I would also like to
welcome Patrice Douglas, who was
been nominated to join Noble's board of directors from the Diamond
board."
Following Noble's acquisition of Diamond, investors should not
rely on Noble's previously issued financial guidance for 2024,
which is no longer applicable on a combined company basis.
Noble has published an updated fleet status report reflecting
the addition of the Diamond rigs and other updates, chiefly the
addition of 4.8 rig years of backlog recently awarded under the
Commercial Enabling Agreement (CEA) with ExxonMobil for the
Company's four drillships operating in Guyana. These updates increase Noble's current
backlog to $6.7 billion.
THE FOLLOWING INFORMATION IS PROVIDED IN CONNECTION WITH VARIOUS
REGULATORY AND STOCK EXCHANGE REQUIREMENTS
Settlement of the transaction and changes in share capital
and number of shares
On September 4, 2024, Noble issued
24,239,941 class A ordinary shares of Noble to former shareholders
of Diamond, in connection with the closing of the Diamond
acquisition and, combined with 543 shares of Noble issued as a
result of the exercise of warrants, there are a total of
167,279,702 shares of Noble issued and outstanding. Further,
Noble assumed all outstanding and unexercised warrants of Diamond
which will be exercisable for 90 days from the effective time of
the Diamond acquisition. Following such 90-day exercise period, the
warrants assumed from Diamond will no longer be exercisable and
will expire in accordance with their terms. For further
information, reference is made to the form 8-K filed with the U.S.
Securities and Exchange Commission regarding the completion of the
Diamond acquisition.
Assumption of Diamond RSUs
On September 4, 2024, in connection with the closing of the
acquisition of Diamond, each performance-vesting and time vesting
restricted stock unit covering shares of Diamond (together "Diamond
RSUs") held by key employees shall be assumed by Noble and shall
represent the right to receive shares in Noble. The Diamond
RSUs shall be assumed by Noble on substantially the same terms and
conditions (including vesting conditions) as applicable to the
original Diamond RSUs prior to the closing of the acquisition.
Notwithstanding the foregoing, to the extent that a Diamond RSU
vested as of the acquisition (including any awards that vested as a
result of a termination of employment at or immediately after the
acquisition), such awards were instead settled in cash or shares of
Diamond, as applicable, immediately prior to the acquisition and
any such shares of Diamond were treated the same as other Diamond
shares.
For further information on the assumption of the Diamond RSUs,
reference is made to the form 8-K filed with the U.S. Securities
and Exchange Commission regarding the completion of the Diamond
acquisition.
About Noble Corporation
Noble is a leading offshore
drilling contractor for the oil and gas industry. The Company
owns and operates one of the most modern, versatile, and
technically advanced fleets in the offshore drilling
industry. Noble and its predecessors have been engaged in the
contract drilling of oil and gas wells since 1921. Noble performs,
through its subsidiaries, contract drilling services with a fleet
of offshore drilling units focused largely on ultra-deepwater and
high specification jackup drilling opportunities in both
established and emerging regions worldwide. For further
information visit www.noblecorp.com or email
investors@noblecorp.com.
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