Noble Corporation and The Drilling Company of 1972 A/S (“Maersk Drilling”, and together with Noble, the “Parties”) provided an update on the ongoing merger control process for the business combination announced on 10 November 2021 (the “Transaction”).
At this point in time, the Transaction has been unconditionally approved by the competition authorities in Brazil, Norway, and the Republic of Trinidad & Tobago. Accordingly, the only outstanding pre-closing merger control clearances are in Angola and the United Kingdom (“UK”). The Parties expect the competition authority in Angola to unconditionally approve the Transaction during April 2022.
The merger control process for obtaining clearance in the UK remains ongoing with constructive discussions continuing between Noble, Maersk Drilling, and the UK Competition and Markets Authority (“CMA”) ahead of the CMA expectedly publishing their phase 1 decision on 22 April 2022. While the CMA is yet to take its phase 1 decision, the Parties expect that it will be necessary to divest certain jackup rigs currently located in the North Sea (the “Remedy Rigs”) to obtain conditional antitrust clearance in phase 1 from the CMA. The Parties currently expect the Remedy Rigs to comprise the Noble Hans Deul, Noble Sam Hartley, Noble Sam Turner, Noble Houston Colbert, and a CJ-70 design drilling rig which, at this point, the Parties believe is likely to be the Mærsk Innovator, although it is possible the Noble Lloyd Noble could be required to achieve phase 1 clearance. On this basis, the Parties have started to examine different options to divest the Remedy Rigs.
The Parties believe that the financial and strategic rationale underpinning the Transaction remains intact and compelling for all stakeholders irrespective of the divestment of the Remedy Rigs. The Parties’ estimated annual run-rate cost synergies goal also remains unchanged. Further, the Parties do not intend to change the exchange ratio agreed between them for purposes of the Transaction.
Though the Parties expect that they will be required to divest the Remedy Rigs in order to gain CMA clearance, the duration and outcome of the CMA review process remains uncertain. If the Parties are able to obtain a conditional phase 1 antitrust clearance from the CMA, they expect closing of the Transaction will occur in mid-2022.