Valaris Ltd Announces Merger with Transocean; DOJ HSR Waiting Period Closed

What Happened

• Valaris Ltd (VAL) filed an 8-K on Sept. 30, 2026 confirming its February 9, 2026 Business Combination Agreement with Transocean Ltd. Under the deal, Transocean will acquire all Valaris common shares in exchange for 15.235 Transocean shares per Valaris share.
• On Sept. 30, 2026, the U.S. Department of Justice Antitrust Division notified the parties that it has closed its Hart‑Scott‑Rodino (HSR) investigation and the HSR waiting period has expired. Valaris and Transocean currently expect the transaction to close in Q4 2026, subject to remaining conditions and approvals.

Key Details

• Exchange ratio: 15.235 Transocean shares for each Valaris share (per the Business Combination Agreement dated Feb. 9, 2026).
• DOJ HSR clearance received: notification of closure dated Sept. 30, 2026; HSR waiting period expired.
• Proxy filing: joint preliminary proxy statement on Schedule 14A was filed with the SEC on May 19, 2026; a joint definitive proxy statement will be mailed when available.
• Transaction structure: proposed by scheme of arrangement under Bermuda law (Section 99); securities issued in the transaction are expected to rely on exemptions from U.S. registration (Section 3(a)(10)).

Why It Matters

• The DOJ closing the HSR review removes a key regulatory hurdle and moves the merger closer to completion, which could materially affect Valaris shareholders if the deal closes on the announced terms.
• The transaction remains subject to additional conditions, shareholder approvals and other risks described in the filing; investors should review the joint proxy and other SEC filings for details and not assume the deal will close until all conditions are satisfied.
• Retail investors should watch for the definitive proxy, shareholder votes and any updates on timing, integration plans or changes to the terms that could affect share value.