Transocean Ltd. Announces Merger with Valaris; HSR Waiting Period Clears

What Happened

• Transocean Ltd. announced that it entered into a Business Combination Agreement with Valaris Limited (agreement dated February 9, 2026) under which Transocean will acquire all Valaris common shares in exchange for 15.235 Transocean shares per Valaris share.
• On September 30, 2026, Transocean and Valaris notified investors that the U.S. Department of Justice Antitrust Division closed its Hart-Scott-Rodino (HSR) investigation and the HSR waiting period has expired. The companies currently expect the transaction to close in the fourth quarter of 2026, subject to satisfaction or waiver of remaining closing conditions.

Key Details

• Exchange ratio: 15.235 Transocean shares for each Valaris share.
• DOJ action: HSR investigation closed and waiting period expired as of September 30, 2026.
• Timing & process: Closing anticipated in Q4 2026 but still subject to required regulatory and shareholder approvals and other conditions; the deal is to be effected by a scheme of arrangement under Bermuda law (section 99).
• Disclosures filed: Joint preliminary proxy statement (Schedule 14A) filed May 19, 2026; investors will receive a joint definitive proxy statement when available.

Why It Matters

• The HSR clearance removes a key regulatory step, bringing the merger closer to completion, but other approvals and conditions remain—so the transaction is not guaranteed to close.
• If completed, Valaris shareholders would receive Transocean stock at the stated ratio, and Transocean shareholders should monitor future filings (definitive proxy, scheme document) for details on shareholder votes, timing and any material terms or conditions.
• The companies included a broad forward‑looking caution: expected benefits, timing and outcomes depend on many risks (regulatory approvals, integration, litigation, market conditions). Investors are urged to read the joint proxy and related SEC filings for full details.