Valaris Ltd: Transocean to acquire all shares at 15.235 shares per Valaris share

What happened

• The filing says that Valaris Ltd and Transocean Ltd entered into a business combination agreement on Feb 9, 2026 under which Transocean will acquire all issued and outstanding Valaris shares in exchange for 15.235 shares of Transocean per Valaris share.
• The filing says that on Oct 13, 2026 the Brazilian competition authority CADE issued a decision determining the business combination may be put into effect without restrictions, and Valaris and Transocean expect that decision to be published in Brazil’s Official Journal on Oct 15, 2026 or Oct 16, 2026, which will trigger the start of a 15-day waiting period before the decision becomes final.
• The filing says that once CADE’s decision becomes final, all regulatory approval conditions to closing will be satisfied and Valaris and Transocean currently anticipate closing in the 4th quarter of 2026, subject to satisfaction or waiver of remaining conditions.
• The filing says that a joint definitive proxy statement on Schedule 14A was filed with the SEC on Oct 14, 2026.

Key details

• Acquisition ratio: 15.235 shares of Transocean per Valaris share.
• Business combination agreement date: Feb 9, 2026.
• CADE decision date: Oct 13, 2026; expected publication Oct 15, 2026 or Oct 16, 2026 and a 15-day waiting period to become final.
• Joint definitive proxy statement filed on Schedule 14A with the SEC on Oct 14, 2026; transaction to be effected by a scheme of arrangement under section 99 of the Bermuda Companies Act 1981; securities issued in the transaction are anticipated to rely on Section 3(a)(10) of the U.S. Securities Act.

Why it may matter

• Item reported: Item 8.01 — other events. The filing covers the parties’ business combination agreement, a CADE competition decision and related timing, the filing of the joint definitive proxy statement, and forward-looking statements and associated risk factors.
• The filing does not show why the company acted.