(Maersk Drilling, 5.Sep.2022) — 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”).
The board of directors of Maersk Drilling has unanimously recommended that Maersk Drilling shareholders (“Maersk Drilling Shareholders”) accept the Exchange Offer, as further set out in their statement published on 8 August 2022, which is available in both Danish and English at investor.maerskdrilling.com.
Pursuant to the Offer Document, the Exchange Offer became valid as of 10 August 2022 and expires on 8 September 2022 at 23:59 (CEST), unless extended (the “Offer Period”).
Topco and the board of directors of Maersk Drilling would like to remind all Maersk Drilling Shareholders, who have not yet accepted the Exchange Offer, of the expiry of the Offer Period on 8 September 2022 at 23:59 (CEST) and encourage all Maersk Drilling Shareholders, who have not yet tendered their Maersk Drilling shares (“Maersk Drilling Shares”), to do so in advance of the expiry of the Offer Period. Reference is made to the announcement from Topco attached hereto.
Shareholders who want to accept the Exchange Offer are referred to the Offer Document, which sets forth the terms and conditions of the Exchange Offer, including the procedures for acceptance and settlement hereof. Maersk Drilling Shareholders are requested to note that they must communicate their acceptance of the Exchange Offer to their account holding institution in due time to allow their account holding institution to process and communicate such acceptance to Topco prior to the expiration of the Offer Period. Maersk Drilling shareholders may also be able to accept the Exchange Offer online via their account holding institution’s web bank solution.
In addition to certain other customary conditions, including the receipt of approvals for the listing of Topco’s shares (“Topco Shares”) on the New York Stock Exchange and Nasdaq Copenhagen A/S, completion of the Exchange Offer remains conditional upon Topco obtaining acceptances of the Exchange Offer representing at least 80% of the outstanding share capital and voting rights of Maersk Drilling, excluding any treasury shares held by Maersk Drilling.
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.
APMH Invest A/S, holding approximately 42% of Maersk Drilling’s total share capital and voting rights, has accepted the Exchange Offer. In addition, 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 accepted the Exchange Offer.
The full terms, conditions and essential elements of the Exchange Offer are contained within the Offer Document and should be read in conjunction with the exemption document published by Topco on 8 August 2022 (the “Exemption Document”), which together with the acceptance form and other supporting materials are available on www.noblecorp.com and investor.maerskdrilling.com, subject to regulatory restrictions in certain jurisdictions. Any capitalised terms used, but not defined herein, shall have the meaning ascribed to them in the Offer Document.