Valaris Sets November 24 Vote on Transocean Merger at 15.235 Exchange Ratio
Summary
Definitive proxy sets November 24, 2026 shareholder votes on the Valaris-Transocean merger, with Valaris holders receiving 15.235 Transocean shares per share and owning 47% of the combined company. Brazil's CADE approved the merger without restrictions on October 13, 2026, clearing the final regulatory condition and putting closing on track for the fourth quarter of 2026.
Updated with an SEC 8-K filing · What changed
Updates
· SEC 8-K — Brazil's CADE approved the merger without restrictions on October 13, 2026; publication expected October 15-16 triggers a 15-day waiting period, after which all regulatory conditions are satisfied.
- Closing Timing — Valaris and Transocean anticipate closing in the fourth quarter of 2026, subject to satisfaction or waiver of remaining conditions.
- Securities Exemption — Securities issued in the transaction are anticipated to be issued under Section 3(a)(10) of the U.S. Securities Act and applicable state exemptions.
- Agreement Date — The Business Combination Agreement was entered into on February 9, 2026.
- Scheme of Arrangement — The transaction is a scheme of arrangement under section 99 of Bermuda's Companies Act 1981.
- Swiss Trading Venue — No application has been made to admit securities to trading on any Swiss trading venue, and no transaction material has been filed with or approved by any Swiss regulatory authority.
All 6 details
- Valaris and Transocean currently anticipate that the closing of the Business Combination will occur in the fourth quarter of 2026, subject to the satisfaction or waiver of the remaining conditions to closing set forth in the Agreement.
- Any securities issued in the transaction are anticipated to be issued in reliance upon an exemption from registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws.
- The Business Combination Agreement was entered into on February 9, 2026.
- Transaction is a scheme of arrangement under section 99 of Bermuda's Companies Act 1981.
- No application has been made to admit any securities to trading on any Swiss trading venue.
- No transaction material has been filed with or approved by any Swiss regulatory authority.
Key Events · M&A and Partnerships · VAL
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New · · SEC 8-K
Closing Anticipated in Fourth Quarter 2026
Valaris and Transocean currently anticipate that the closing of the Business Combination will occur in the fourth quarter of 2026, subject to the satisfaction or waiver of the remaining conditions to closing set forth in the Agreement.
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New · · SEC 8-K
Securities Issuance Relies on Section 3(a)(10) Exemption
Any securities issued in the transaction are anticipated to be issued in reliance upon an exemption from registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws.
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New · · SEC 8-K
Business Combination Agreement Dated February 9, 2026
The Business Combination Agreement was entered into on February 9, 2026.
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New · · SEC 8-K
Transaction Structured as Bermuda Scheme of Arrangement
Transaction is a scheme of arrangement under section 99 of Bermuda's Companies Act 1981.
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New · · SEC 8-K
No Swiss Trading Venue Application or Approval
No application has been made to admit any securities to trading on any Swiss trading venue. No transaction material has been filed with or approved by any Swiss regulatory authority.
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Updated · · SEC 8-K
All Regulatory Clearances Secured
HSR waiting period expired September 30, 2026 after DOJ closed its investigation; CFIUS approval received June 29, 2026. Foreign antitrust approvals obtained in Australia, Angola, Egypt, Saudi Arabia, and Trinidad & Tobago, with Brazil's CADE approving the merger without restrictions on October 13, 2026; publication expected October 15-16 triggers a 15-day waiting period, after which all regulatory conditions are satisfied.
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Shareholder Vote Set for November 24
Valaris Court Meeting and Transocean EGM both scheduled for November 24, 2026. Valaris shareholders must approve the scheme of arrangement by a majority in number representing at least 75% in value of shares voted.
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Exchange Ratio of 15.235 Transocean Shares
Each Valaris share converts to 15.235 Transocean shares, implying $82.12 per Valaris share based on February 6, 2026 prices — a 31.6% premium. Valaris holders would own approximately 47% of the combined company on a fully diluted basis.
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Termination Fees and Expense Reimbursements
Transocean would pay $195M termination fee (plus up to $65M expenses) if its shareholders reject the deal; Valaris would pay $173M (plus up to $58M expenses) if its shareholders reject. Both boards unanimously recommend approval.
Analysis · VAL · Energy & Transportation
Valaris shareholders will vote November 24, 2026 on the all-stock acquisition by Transocean, with each Valaris share converting to 15.235 Transocean shares. The deal values Valaris at a 31.6% premium to its February 6, 2026 closing price and would give Valaris holders approximately 47% of the combined company. Both boards unanimously recommend approval, and support agreements already lock in roughly 12% of Valaris shares and 9% of Transocean shares. The proxy discloses $195M and $173M termination fees, plus pro forma financials showing the combined entity would carry $5.9B in long-term debt against $1.05B cash. With HSR and CFIUS clearances already secured and Brazil's CADE approval received on October 13, 2026, the shareholder votes are the final major gating items before closing, which the companies now anticipate will occur in the fourth quarter of 2026.
How filings like this one have moved
In the 30 days to Oct 30, 2026, 38.6% of the 924 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.45%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, VAL was trading at $84.94 on NYSE in the Energy & Transportation sector, with a market capitalization of approximately $5.9B. This filing was assessed with positive market sentiment and an importance score of 8 out of 10.