Transocean Ltd.: to acquire Valaris Limited (15.235 exchange ratio)

What happened

• Transocean Ltd. filed an 8-K reporting that, as previously announced, on Feb 9, 2026 Transocean and Valaris Limited entered into a Business Combination Agreement under which Transocean will acquire all issued and outstanding Valaris common shares in exchange for 15.235 shares of Transocean per Valaris share.
• The filing reports that on Oct 13, 2026 the Brazilian competition authority (CADE) issued a decision determining the business combination may be put into effect without restrictions; publication in Brazil’s Official Journal is expected on Oct 15, 2026 or Oct 16, 2026, which will trigger a 15-day waiting period before the decision becomes final. The parties currently anticipate closing in the fourth quarter of 2026, subject to remaining conditions and any required waivers.

Key details

• Business Combination Agreement dated Feb 9, 2026.
• Exchange ratio: 15.235 Transocean shares per Valaris share.
• CADE decision issued Oct 13, 2026; publication expected Oct 15, 2026 or Oct 16, 2026, followed by a 15-day waiting period.
• Joint definitive proxy statement on Schedule 14A was filed with the SEC on Oct 14, 2026; securities in the transaction are anticipated to be issued relying on exemptions from U.S. registration (including Section 3(a)(10)).

Why it may matter

• The filing reports Item 8.01 (Other events), covering the CADE decision and the expected timing and regulatory steps toward closing the business combination between Transocean and Valaris.
• The filing includes forward-looking statements and a cautionary statement identifying risks that could cause actual results to differ. This filing does not show why the insider traded or why the company acted.