Songa Offshore SE
Compulsory Acquisition of shares by Transocean Ltd.
From and including 20 February 2018 to and including 20 March 2018 at 23:59 (CET)
The offer of New Consideration Shares and New Exchangeable Bonds in the Compulsory Acquisition is not being made, and this Prospectus does not constitute an offer or solicitation in any jurisdiction or to any person, where the making, solicitation or acceptance of such offer would be in violation of the laws or regulations of such jurisdiction.
Neither the U.S. Securities Exchange Commission (the “SEC”) nor any U.S. state securities commission has approved or disapproved of the New Consideration Shares and New Exchangeable Bonds or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense.
The Compulsory Acquisition is initiated following completion of a voluntary tender offer (the “Voluntary Tender Offer
”) resulting in Transocean acquiring shares of Songa Offshore representing 97.67% (on a fully diluted basis as of 30 January 2018) of the voting rights in Songa Offshore.
The consideration in the Compulsory Acquisition (the “Consideration
”) per share of Songa Offshore (the “Songa Shares
”) consists of either (i) or (ii) below:
i) A combination of (a) 0.35724 newly issued shares of Transocean (the “New Consideration Shares
”), each with a par value of 0.10 Swiss franc (“CHF
”), and (b) USD 2.99726 principal amount of 0.5% Exchangeable Senior Bonds due 2023, which are exchangeable into shares of Transocean (“Shares”), par value CHF 0.10 per share (the “New Exchangeable Bonds
”), to be issued by Transocean Inc. (“TINC
”), an exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Transocean, subject to the terms and conditions set forth in this Prospectus ((a) and (b) together referred to as the “Consideration in Kind
”). In addition, each Songa Offshore shareholder will have the option to instead elect to receive an amount in cash of NOK 47.50 per Songa Share up to a maximum of NOK 125,000 per shareholder in lieu of some or all of the New Consideration Shares and New Exchangeable Bonds such shareholder would otherwise be entitled to receive (the “Partial Cash Consideration
ii) An amount in cash of NOK 47.50 (the “Full Cash Alternative
”) in lieu of all of the New Consideration Shares and New Exchangeable Bonds such shareholder would otherwise be entitled to receive under (i) above.
Shareholders of Songa Offshore who wish to receive Consideration in Kind (with or without Partial Cash Consideration) in the Compulsory Acquisition must complete and sign the Subscription Form enclosed with this Prospectus as Appendix B and return it to the Settlement Agent prior to the expiration of the Subscription Period on 20 March 2018 at 23:59 (CET). Songa Offshore shareholders who do not respond or fail to submit duly executed Subscription Forms to the Settlement Agent before the expiration of the Subscription Period will instead receive the Full Cash Alternative.
Shareholders who wish to receive the Full Cash Alternative will not be required to take any action in respect of the Compulsory Acquisition during the Subscription Period