Noble Corporation (NE) ("Noble") and The Drilling Company of 1972 A/S (DRLCO), collectively with Noble, the "Parties," provided an update on the ongoing merger control process for the business combination announced on November 10, 2021 ("the Business Combination") with reference to the announcement made on May 9, 2022.
Noble has announced the signing of an asset purchase agreement to sell five jackup rigs (Noble Hans Deul, Noble Sam Hartley, Noble Sam Turner, Noble Houston Colbert, and Noble Lloyd Noble, together the “Remedy Rigs”) to a newly formed subsidiary of Shelf Drilling, Ltd. (the “Buyer”) for USD 375 million (the “Remedy Rig Sale Agreement”). Reference is made to the press release published by Noble in this regard (link).
The sale of the Remedy Rigs, which is subject to approval of the UK Competition and Markets Authority (the “CMA”), is intended to address the potential concerns identified by the CMA in the Phase I review of the Business Combination. On 9 May 2022, the CMA published its decision that there are reasonable grounds for believing that a sale to a suitable purchaser of the Remedy Rigs together with sufficient supporting infrastructure (the “Remedy Proposal”) might be accepted by the CMA to address its concerns related to lessening of competition created by the Business Combination. The duration and outcome of the CMA review process remains uncertain.
If the Buyer, the Remedy Rig Sale Agreement and the Remedy Proposal are accepted by the CMA, closing of the Business Combination is expected to occur near the end of the third quarter of 2022.
In connection with the Business Combination, the Parties currently expect Noble to launch the planned exchange offer for shares of Maersk Drilling in August 2022. In addition to the CMA approval, completion of the Business Combination remains subject to acceptance by holders of at least 80% of Maersk Drilling shares, listing of Noble shares on the NYSE and Nasdaq Copenhagen, and other customary conditions.
