Reference is made to company announcement no. 10/2022 regarding the recommended voluntary public share exchange offer (the “Exchange Offer”) by Noble Corporation plc (“Topco”) to the shareholders of The Drilling Company of 1972 A/S (“Maersk Drilling”) and company announcement no. 11/2022 regarding the offer document setting out the full terms and conditions to the Exchange Offer (the “Offer Document”).
According to the terms of the Offer Document, the Exchange Offer expired on 8 September 2022 at 23:59 (CEST).
Preliminary results of the Exchange Offer
In accordance with section 21(3) of the Danish Executive Order no. 636 of 15 May 2020 on takeover bids (the “Danish Takeover Order”), Topco today announced that based on its preliminary summation of acceptances, Topco has received acceptances of the Exchange Offer for a total of 37,266,171 shares of Maersk Drilling, representing approximately 89.73% of the outstanding shares and voting rights in Maersk Drilling. Excluding treasury shares held by Maersk Drilling, Topco has received acceptances representing approximately 90.03% of the share capital and voting rights in Maersk Drilling. Reference is made to the announcement from Topco attached hereto.
The calculation of the number of shares tendered in the Exchange Offer is preliminary and remains subject to potential adjustments through a verification process currently being undertaken by Danske Bank A/S as the settlement agent for the Exchange Offer.
Topco has further announced that all conditions to completion of the Exchange Offer have been satisfied and, accordingly, Topco has decided to complete the Exchange Offer on the terms set forth in the Offer Document. The complete terms and conditions for the Exchange Offer, including detailed information regarding settlement, are set out in the Offer Document.
Final result of the Exchange Offer
In accordance with section 21(3) of the Danish Takeover Order, Topco will be no later than 13 September 2022 announce the final result of the Exchange Offer.
Between 12 September 2022 and 26 September 2022 at 23:59 (CEST), holders of interim acceptance shares with the ISIN code DK0061803103 (the “Acceptance Shares”) are expected to receive a notice from their account holding institution regarding the opportunity to elect to receive cash consideration in lieu of their entitlement to certain A ordinary shares of Topco, delivered in the form of share entitlements (the “Cash Election”). The cash consideration will be in the amount of USD 46.79 (DKK 340.98) per Maersk Drilling Share up to the amount of USD 1,000 per holder of Acceptance Shares, subject to the aggregate cash consideration cap of USD 50 million.
Holders of Acceptance Shares will be able to make Cash Elections during the period commencing 12 September 2022 and ending 26 September 2022 at 23:59 (CEST). In order to make a Cash Election, the holders of Acceptance Shares must actively do so through their account holding institution or custodian bank. If a Cash Election is made, that portion of Acceptance Shares held by such Maersk Drilling Shareholder will be exchanged for interim cash acceptance shares issued in the separate interim ISIN code DK0061803293 (the “Cash Acceptance Shares”), and represent a right to receive the Cash Consideration as further described in the Offer Document. The Cash Acceptance Shares have been approved for trading on Nasdaq Copenhagen A/S during the period commencing on 12 September 2022 at 9:00 a.m. CEST and ending on 28 September 2022 at 5:00 p.m. CEST.
For further information on the Cash Election and the acceptance procedure for the Cash Election, reference is made to the Offer Document. It is noted that the market price of Maersk Drilling Shares and, once listed, the market price of the Topco Shares may vary from time to time.
Settlement of the Exchange Offer
The Exchange Offer will expectedly be settled on 3 October 2022 by the delivery of newly and validly issued, fully paid and non-assessable A ordinary shares of Topco, delivered in the form of share entitlements, to holders of Acceptance Shares and Cash Consideration to holders of Cash Acceptance Shares.
Subject to completion of the Exchange Offer, Topco intends to cause the Maersk Drilling shares to be delisted from Nasdaq Copenhagen at an appropriate time and subject to approval by Nasdaq Copenhagen. Further, if Topco holds more than 90% of all Maersk Drilling shares and voting rights (excluding treasury shares) upon completion of the Exchange Offer, Topco intends to conduct a compulsory purchase of the remaining minority Maersk Drilling shares in accordance with the Danish Companies Act.
The full terms, conditions and essential elements of the Exchange Offer are set forth in the Offer Document, which is, subject to regulatory restrictions in certain jurisdictions, available at investor.maerskdrilling.com.
This announcement has been prepared both in English and Danish. In the event of any discrepancies between the English and Danish version, the Danish version shall prevail. Defined terms used in this announcement but not defined shall have the meaning ascribed to them in the Offer Document.
Source: Maersk Drilling