Valaris Ltd: agrees to be acquired by Transocean Ltd for 15.235 shares

What happened

• The filing says Valaris Ltd and Transocean Ltd entered into a Business Combination Agreement, dated Feb 9, 2026, under which Transocean will acquire all issued and outstanding common shares of Valaris in exchange for 15.235 shares of Transocean per Valaris share.
• The companies filed a joint definitive proxy statement on Schedule 14A with the SEC on Oct 14, 2026 and scheduled a Valaris court-ordered meeting and a Transocean extraordinary general meeting for Nov 24, 2026.
• Valaris will apply to the Supreme Court of Bermuda for an order sanctioning the scheme of arrangement at a Sanction Hearing set for Nov 26, 2026 at 11:00 a.m. Bermuda time; if sanctioned, Valaris anticipates the business combination will be consummated on or about Dec 1, 2026.

Key details

• Exchange ratio: 15.235 shares of Transocean per Valaris share.
• Agreement date: Feb 9, 2026; joint proxy filed: Oct 14, 2026.
• Shareholder votes: Valaris court meeting and Transocean meeting scheduled for Nov 24, 2026.
• Sanction hearing: Nov 26, 2026 at 11:00 a.m. (Bermuda time); anticipated consummation date on or about Dec 1, 2026.
• The filing states securities to be issued in the transaction are not anticipated to be registered under the U.S. Securities Act and are expected to be issued relying 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 business combination agreement, related shareholder meetings, the Bermuda court sanction hearing and the anticipated timing for closing.
• The filing includes a forward-looking statements caution and lists risks and conditions to completion described in the joint proxy statement.
• This filing does not show why the insider traded or why the company acted.