Announcement of Noble Corporation plc’s intention to submit voluntary public share exchange offer to the shareholders of Maersk Drilling
Noble Corporation (“Noble”) and The Drilling Company of 1972 A/S (“Maersk Drilling”) announced on 10 November 2021 their agreement to combine in a primarily all-stock transaction (see Maersk Drilling’s company announcement no. 14/2021 of 10 November 2021 (link)).
Following this agreement, Noble Corporation plc (“Topco”), a UK-incorporated holding company organized for the purpose of effecting the business combination, today announced its intention to submit a voluntary public share exchange offer (the “Exchange Offer”) to Maersk Drilling’s shareholders in accordance with section 4(1) of the Danish Executive Order no. 636 of 15 May 2020 on takeover bids (the “Danish Takeover Order”). The announcement from Topco is attached to this announcement.
Topco will present the terms and conditions of the Exchange Offer in an offer document (the “Offer Document”), to be published by Topco following receipt of approval from the Danish Financial Supervisory Authority (the “Danish FSA”), which is expected to take place today.
The business combination was unanimously approved by the Boards of Directors of both Noble and Maersk Drilling and is further supported by major shareholders of both companies. APMH Invest A/S, holding approximately 42% of Maersk Drilling’s total share capital and voting rights, has irrevocably undertaken to accept the Exchange Offer, and A.P. Møller og Hustru Chastine Mc-Kinney Møllers Familiefond and Den A.P. Møllerske Støttefond, holding in aggregate approximately 12% of Maersk Drilling’s total share capital and voting rights, have expressed their intention to accept the Exchange Offer. The business combination has also been approved by the requisite majority of Noble’s shareholders at an extraordinary general meeting held on 10 May 2022.
The Board of Directors of Maersk Drilling will upon publication of the Offer Document recommend that Maersk Drilling shareholders accept the Exchange Offer and will, in accordance with Section 22 of the Danish Takeover Order, publish a statement with respect to the Exchange Offer. Reference is made to the full statement, which will be made available in both Danish and English on Maersk Drilling’s website investor.maerskdrilling.com.
The Danish FSA has today approved an exemption document prepared by Topco (the “Exemption Document”) and drawn up in accordance with the exemptions in Articles 1(4)(f) and 1(5)(e) of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”) and the requirements of Commission Delegated Regulation (EU) 2021/528 of 16 December 2020.
Source: Maersk Drilling