03.05.13 11:49
PRESS RELEASE: Transocean Releases Presentation Refuting Carl Icahn's Inaccurate and Misleading Statements

PRESS RELEASE: Transocean Releases Presentation Refuting Carl Icahn's Inaccurate and Misleading Statements

   Transocean Ltd. / Transocean Releases Presentation Refuting Carl Icahn's 
Inaccurate and Misleading Statements . Processed and transmitted by 
Thomson Reuters ONE. The issuer is solely responsible for the content of 
this announcement. 
   Shareholders Are Urged to Support the Company's Board Nominees and 
Dividend Proposal 
   ZUG, SWITZERLAND--(Marketwired - May 3, 2013) -  Transocean Ltd. (NYSE: 
RIG http://marketwire.com/news_room/stock?ticker=RIG ) (SIX: RIGN) today 
released a presentation to its shareholders addressing assertions made 
by Carl Icahn, including claims that Transocean believes to be 
inaccurate and misleading. Furthermore, the company believes Mr. Icahn's 
proposals are misguided and highlight his poor understanding of the 
cyclical and capital-intensive nature of the offshore drilling industry. 
The presentation can be found at www.transoceanvalue.com/facts. 
   In addition to refuting Mr. Icahn's claims, the presentation provides 
compelling support for the company's highly qualified slate of Director 
nominees and reiterates that the Board's proposed $2.24 per share 
dividend will maximize value creation for our shareholders. 
   The company's 2013 Annual General Meeting ("AGM") will be held at 5 p.m. 
CEST, on May 17, 2013, in Zug, Switzerland. Shareholders are encouraged 
to support all the Board's recommendations, but particularly three key 
proposals: the $2.24 per share dividend, the election of our five 
Director nominees, and the re-adoption of Board authority to issue 
shares out of the company's authorized share capital. 
   In our view, Mr. Icahn continues to disseminate information that relies 
upon superficial analysis, is misleading or, is simply false. We believe 
he has failed to invest the requisite time and effort necessary to fully 
understand our business, our industry as a whole, or even the manner in 
which we generate operational and financial returns. Reflecting this 
apparent paucity of effort, we believe he has made misleading statements 
related to prior acquisitions, and put forth faulty valuation analysis 
and inaccurate calculations. Further, we do not believe that Mr. Icahn 
or his nominees have offered a plan or strategy for the company other 
than the extraction of an unsustainable dividend. 
   We urge you to vote FOR the company's proposed $2.24 per share dividend 
(Proposal 3B1), which was supported by both Institutional Shareholder 
Services (ISS) and Glass Lewis, represents one of the industry's highest 
implied payout ratios and dividend yields, and is believed to be a 
sustainable starting point for growth in distributions as the company's 
unique uncertainties diminish. In this regard, in the context of a 
cyclical and capital-intensive industry, we believe the certainties 
associated with the remaining litigation faced by the company dictate 
that Transocean must maintain a prudent level of financial flexibility. 
In our view, Mr. Icahn's ill-conceived, unrealistic and inappropriate 
dividend proposal fails to recognize these important considerations. 
   We also ask you to vote FOR the five highly qualified Transocean 
Director nominees: Frederico F. Curado, Thomas W. Cason, Steven L. 
Newman, Robert M. Sprague and J. Michael Talbert (Proposals 6A - 6E). 
Our nominees have deep, relevant expertise and a history of achievement. 
Conversely, we believe Mr. Icahn's unqualified nominees emphasize his 
lack of familiarity with the industry and make apparent his disregard 
for the company's future. 
   In order to provide the company with additional flexibility, we also 
urge you to vote FOR the Board's proposal that its authority to issue 
shares out of the company's authorized share capital be renewed for an 
additional two-year period (Proposal 4). The Board's current authority 
will expire on May 13, 2013. While the Board currently has no plans to 
issue shares under this authorization, extending this authority provides 
the company with additional flexibility to pursue value-enhancing 
opportunities in accordance with its disciplined capital allocation 
                 YOUR VOTE IS IMPORTANT! 
  Please take a moment of your time to vote your shares 
  Simply follow the easy instructions on the WHITE proxy 
                   card or WHITE voting 
 instruction form to make sure your shares are represented 
                        at the AGM. 
 If you have any questions, or need assistance in voting 
      your shares, please call our proxy solicitor, 
    1-877-456-3507 (toll-free from the US and Canada) 
          +1 412-232-3651 (from other countries) 
    Shareholders in the EU may also call Lake Isle M&A 
               Incorporated, Innisfree's UK 
   subsidiary, free-phone at 00 800 7710 9970, or direct 
                    at +44 20 7710 9960. 
    Again, we remind you NOT to return any Gold proxy 
             you may receive from Mr. Icahn. 
   About Transocean 
   Transocean is a leading international provider of offshore contract 
drilling services for oil and gas wells. The company specializes in 
technically demanding sectors of the global offshore drilling business 
with a particular focus on deepwater and harsh environment drilling 
services, and believes that it operates one of the most versatile 
offshore drilling fleets in the world. 
   Transocean owns or has partial ownership interests in, and operates a 
fleet of, 83 mobile offshore drilling units consisting of 48 
High-Specification Floaters (Ultra-Deepwater, Deepwater and 
Harsh-Environment drilling rigs), 25 Midwater Floaters and 10 
High-Specification Jackups. In addition, we have six Ultra-Deepwater 
Drillships and two High-Specification Jackups under construction. 
   For more information about Transocean, please visit the websites 
www.deepwater.com or www.transoceanvalue.com. 
   Forward Looking Statements 
   Statements included in this press release, including, but not limited to, 
those regarding the proposed dividend, the company's capital allocation 
strategy, value-creating objectives and sustainability of potential 
future distributions, that are not historical facts, are forward-looking 
statements that involve certain assumptions and uncertainties. These 
statements are based on currently available competitive, financial, and 
economic data along with our current operating plans and involve risks 
and uncertainties including, but not limited to, shareholder approval, 
market conditions, Transocean's results of operations, the effect and 
results of litigation, assessments and contingencies, and other factors 
detailed in "Risk Factors" in the company's most recently filed Annual 
Report on Form 10-K, and elsewhere in Transocean's filings with the 
Securities and Exchange Commission. Should one or more of these risks or 
uncertainties materialize (or the other consequences of such a 
development worsen), or should underlying assumptions prove incorrect, 
actual outcomes may vary materially from those expressed or implied by 
such forward-looking statements. Transocean disclaims any intention or 
obligation to update publicly or revise such statements, whether as a 
result of new information, future events or otherwise. 
   This press release or referenced documents does not constitute an offer 
to sell, or a solicitation of an offer to buy, any securities, and it 
does not constitute an offering prospectus within the meaning of article 
652a or article 1156 of the Swiss Code of Obligations or a listing 
prospectus within the meaning of the listing rules of the SIX Swiss 
Exchange. Investors must rely on their own evaluation of Transocean Ltd. 
and its securities, including the merits and risks involved. Nothing 
contained herein is, or shall be relied on as, a promise or 
representation as to the future performance of Transocean Ltd. 
   Contact Information 
   Analyst Contacts: 
   Thad Vayda 
   +1 713-232-7551 
   Diane Vento 
   +1 713-232-8015 
   Media Contact: 
   Guy A. Cantwell 
   +1 713-232-7647 
   This announcement is distributed by Thomson Reuters on behalf of Thomson 
Reuters clients. 
   The owner of this announcement warrants that: 
   (i) the releases contained herein are protected by copyright and other 
applicable laws; and 
   (ii) they are solely responsible for the content, accuracy and 
originality of the 
   information contained therein. 
   Source: Transocean Ltd. via Thomson Reuters ONE 
   --- End of Message --- 
   Transocean Ltd. 
   Chemin de Blandonnet 10 Vernier Switzerland 
   ISIN: CH0048265513; 

(END) Dow Jones Newswires

May 03, 2013 07:49 ET (11:49 GMT)

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