Valaris Ltd 8-K

What Happened
On February 9, 2026 Valaris Ltd (Valaris) and Transocean Ltd (Transocean) announced they entered into a Business Combination Agreement under which Transocean will acquire all issued and outstanding common shares of Valaris in exchange for Transocean shares. The transaction is planned to be effected by a court‑approved scheme of arrangement under section 99 of the Companies Act 1981 (Bermuda). Valaris filed the Form 8‑K attaching the joint press release and an investor presentation (Exhibits 99.1 and 99.2) and said a joint proxy statement on Schedule 14A will be filed to seek shareholder approvals.

Key Details

• Agreement date: February 9, 2026.
• Deal structure: Transocean to acquire all Valaris common shares in exchange for Transocean shares via a Bermuda scheme of arrangement.
• Approvals & filings: Transaction requires regulatory and shareholder approvals; a joint proxy statement will be filed with the SEC.
• Securities treatment: Securities to be issued in the transaction are not expected to be registered under the U.S. Securities Act and are anticipated to rely on Section 3(a)(10) exemptions.

Why It Matters
This is a proposed merger/acquisition that would change Valaris’ ownership and give Valaris shareholders Transocean stock in exchange for their Valaris shares. The transaction’s completion depends on court, regulatory and shareholder approvals and carries the usual merger risks (including potential litigation, integration challenges and business disruption) as outlined in the filing’s forward‑looking statements. Investors should review the forthcoming joint proxy statement, the Business Combination Agreement and related SEC filings for full terms, estimated consideration, and risk factors before making investment decisions.