Songa Offshore SE’s $3.4 Billion Combination With Transocean

Cleary Gottlieb is acting as U.S. counsel to Songa Offshore SE in a business combination with Transocean Ltd. through which Transocean will make a recommended public voluntary exchange offer for the entire share capital of Songa Offshore.

The offer will be made for a price of NOK 47.50 per Songa Offshore share to be settled in a combination of Transocean shares, convertible bonds and, at the election of Songa Offshore holders, a portion in cash. The offer price implies an enterprise value of approximately $3.4 billion. Upon consummation of the offer, Perestroika AS, Songa Offshore’s largest shareholder, will become Transocean’s largest shareholder, holding shares and rights to acquire shares equal to approximately 12 percent of the combined entity on a fully diluted basis, and a representative of Perestroika will be designated to the Transocean board of directors.

Songa Offshore is an international midwater drilling contractor with a strong presence in the harsh environment North Atlantic basin. Songa Offshore operates a fleet of seven rigs. Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. The combined company will have a fleet of 53 rigs, comprised of ultra-deepwater drillships, harsh environment semis and deep- and mid-water semisubmersibles, combined with 9,000 employees.