TRANSOCEANLTD. (NYSE: RIG) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03. Amendment to the Articles of Incorporation or Bylaws; Change in FiscalYear
As previously disclosed, at TransoceanLtd.’s (the “Company”) Extraordinary General Meeting of Shareholders (the “EGM”) held on November29, 2018, the Company’s shareholders approved (i)an additional authorized share capital to Article5terof the Company’s Articles of Association, authorizing the Company’s Board of Directors to increase the Company’s share capital, at any time until November29, 2020, by a maximum amount of CHF14,770,019.50 by issuing a maximum of 147,700,195 fully paid up registered shares, par value CHF 0.10 each (the “Shares”), in connection with the previously announced acquisition (the “Merger”) of Ocean Rig UDWInc. (“Ocean Rig”), and (ii)the deletion of the special purpose authorized share capital in Article5bis of the Company’s Articles of Association. Previously, the Company’s Board of Directors was authorized through Article5bis to increase the Company’s share capital until January16, 2020 by a maximum amount equal to CHF 2,427,166.40 by issuing a maximum of 24,271,664 fully paid up shares with a par value of CHF 0.10 each, in connection with the acquisition of Songa Offshore SE, which closed on January30, 2018.
In addition, on December5, 2018, the Company’s Board of Directors approved, on the basis of the authorized share capital to Article5terof the Company’s Articles of Association approved by shareholders at the EGM, the issuance of 147,700,187 fully paid up Shares in connection with the previously announced Merger, thereby reducing the number of Shares available under the authorized share capital to Article5terof the Company’s Articles of Association.
Transocean’s amended Articles of Association containing these amendments became effective upon registration with the Commercial Register of the Canton of Zug, Switzerland on December5, 2018.
The foregoing description of the amendments is qualified in its entirety by reference to the company’s amended and restated Articles of Association attached hereto as Exhibit3.1 and incorporated herein by reference.
Item 5.03. Other Events.
On December5, 2018, Transocean completed the previously announced acquisition (the “Merger”) of Ocean Rig in accordance with the terms of the agreement and plan of merger (the “Merger Agreement”), dated September3, 2018, between Transocean, Transocean Oceanus Holdings Limited, a newly formed, direct, wholly owned subsidiary of Transocean, Transocean Oceanus Limited, a newly formed, indirect, wholly owned subsidiary of Transocean (“Merger Sub”) and Ocean Rig. In accordance with the Merger Agreement and upon the terms and subject to the conditions set forth therein, Merger Sub merged with and into Ocean Rig, with Ocean Rig surviving the Merger as an indirect, wholly owned subsidiary of Transocean.
A copy of the press release announcing the closing of the Merger is filed as Exhibit99.1 to this Current Report on Form8‑K and is incorporated by reference into this Item 5.03.
Item 5.03Financial Statements and Exhibits
(d)Exhibits.
