Noble Corporation (NYSE:NE) entered into a business combination agreement to acquire The Drilling Company of 1972 A/S (CPSE:DRLCO) from APMH Invest A/S, A.P. Møller Og Hustru Chastine Mckinney Møllers Familiefond, Den A.P. Møllerske Støttefond and others for $1.9 billion in a merger of equals transaction on November 10, 2021. Under the offer, shareholders of The Drilling Company of 1972 A/S can receive 1.6137 shares of Noble Corporation for each share of The Drilling Company of 1972 A/S. The shareholders of The Drilling Company of 1972 A/S may also elect to receive cash consideration up to $1,000 (DKK 6,452.96), subject to an aggregate cash consideration cap of $50 million (DKK 322.648 million). Post completion, a combined company will be created which has equal ownership of 50% each by Noble Corporation and The Drilling Company of 1972 A/S. The transaction is a complex cross-border merger of equals. The combined company will be listed on New York Stock Exchange & Nasdaq under the name of Noble Corporation. Noble could be required to pay a termination fee of $50 million to Maersk Drilling and, in certain other circumstances, a termination fee equal to $15 million. As of October 6, 2022 2,300 employees of the Danish drilling firm operator, including 1,600 offshore workers, will be transferred to the newNoble Corp. The merger will see Maersk Drilling delisted from the Nasdaq Copenhagen stock exchange.

Upon the closing of the transaction, Robert W. Eifler, Noble’s President and Chief Executive Officer, will become President and Chief Executive Officer of the combined company and will be a member of the Board of Directors. The combined company will have a seven-member Board of Directors with balanced representation from Noble and Maersk Drilling. Initially, the Board of Directors will be comprised of three directors designated by Noble, three directors designated by Maersk Drilling, and Robert W. Eifler. Charles M. (Chuck) Sledge will become chairman of the Board of Directors jointly appointed by Noble and Maersk Drilling. Claus V. Hemmingsen, Kristin H. Holth, Alistair Maxwell has been nominated as board of director by Maersk Drilling and Alan J. Hirshberg, Ann D. Pickard by Noble. The combined company will be headquartered in Houston, Texas, and will maintain a significant operating presence in Stavanger, Norway, to retain proximity to customers and support operations in the Norwegian sector and the broader North Sea, and to ensure continued access to talent.

The transaction is subject to Noble shareholder approval, minimum acceptance condition, acceptance of the exchange offers by holders of at least 80% of Maersk Drilling shares, merger clearance and other regulatory approvals, listing on the NYSE and Nasdaq Copenhagen, and other customary conditions. The business combination agreement has been unanimously approved by the Boards of Directors of Noble and Maersk Drilling, and the transaction is also supported by Noble’s top three shareholders and APMH Invest A/S which currently owns approximately 42% of the share capital and votes of Maersk Drilling. In addition, certain foundations related to APMH Invest A/S, which currently own approximately 12% of the share capital and votes of Maersk Drilling, have expressed their intention to support the transaction. As of January 14, 2022, Norwegian Competition Authority (Konkurransetilsynet) has reviewed the Business Combination application pursuant to the filings submitted to it and has no objection to the Business Combination. The process for obtaining the other approvals including approval from foreign direct investment authorities in the United Kingdom, Norway and Denmark, as well as certain other jurisdictions as agreed between the parties are ongoing. As of February 23, 2022, the Competition and Markets Authority (CMA) had begun an investigation into the proposed merger. The CMA set a deadline of April 2022 for its phase 1 decision. As of April 11, 2022, Noble Corporation issued notice to its shareholders for general meeting to be held on May 10, 2022. As of April 11, 2022, the U.S. Securities and Exchange Commission declared effective the registration statement on Form S-4 with respect to the transaction. As of April 12, 2022, the transaction has been unconditionally approved by the competition authorities in Brazil, Norway, and the Republic of Trinidad & Tobago. The parties expect the competition authority in Angola to unconditionally approve the transaction during April 2022. Following the conclusion of the phase 1 investigation on April 22, 2022, the CMA has found the deal raises competition concerns in the supply of jack-up rigs for offshore drilling in North-West Europe (comprising the UK, Denmark, and the Netherlands). As of April 29, 2022, The process remains ongoing following the UK Competition and Markets Authority’s Phase 1 decision on April 22, 2022 pursuant to which the UK CMA stated that the transaction gives rise to a realistic prospect of a substantial lessening of competition and that a remedy to address such effect would be required to avoid a reference to a Phase 2 review. The CMA is concerned that the combined businesses would not face sufficient competition after the merger. Noble and Maersk Drilling have 5 working days to offer proposals to the CMA to address the competition concerns identified. On May 9, 2022, the UK CMA published that one of these Remedy Proposals might be accepted by the UK CMA. This one Remedy Proposal comprises the divestment of the rigs Noble Hans Deul, Noble Sam Hartley, Noble Sam Turner, Noble Houston Colbert, and Noble Lloyd Noble. Following its decision that it might accept this remedy proposal, the UK CMA will review the terms of the Remedy Proposal and the suitability of potential purchasers. This will include seeking third party comment. The duration and outcome of the UK CMA review process remains uncertain. As of May 9, 2022, the UK CMA now has until July 6, 2022 to decide whether to accept the undertaking, with the possibility to extend this timeframe to September 1, 2022 if it considers there are special reasons for doing so. As of May 10, 2022, at the Extraordinary General Meeting of shareholders of Noble Corporation approved all proposals related to the business combination agreement with The Drilling Company of 1972 A/S. The transaction is approved by the Danish Financial Supervisory Authority on August 8, 2022. The transaction is targeted to close in mid-2022. The Offer is valid as of August 10, 2022 and expires on September 8, 2022. Upon the consummation of the Offer, if more than 90% of the issued and outstanding Maersk Drilling Shares, including the attaching voting rights, are acquired, Noble will redeem any Maersk Drilling Shares not exchanged in the Offer, at the election of the holder, either Topco Shares or cash (or, for those holders that do not make an election, only cash) under Danish law by way of a compulsory purchase. Noble intends to delist the Maersk Drilling Shares from Nasdaq Copenhagen.

J.P. Morgan Securities plc is acting as sole financial advisor and Will Pearce, Connie I. Milonakis, Aryeh Ethan Falk, Stephen I. Brecher, Aaron Ferner, Jonathan Cooklin, Dominic Foulkes of Davis Polk & Wardwell London LLP, Allen & Overy LLP and Gorrissen Federspiel Advokatpartnerselskab are serving as legal counsel to Maersk Drilling. Ducera Partners LLC and DNB Bank ASA are serving as financial advisor and Sean Wheeler, Debbie Yee, Doug Bacon and Cephas Sekhar, Chuck Boyars, Michael Engel, David Wheat, William Dong, Mike Carew, Rob Fowler, Rachael Lichman and Chad Davis of Kirkland & Ellis LLP, Plesner Advokatpartnerselskab, and Travers Smith LLP are serving as legal counsel to Noble. Drilling Company has agreed to pay J.P. Morgan a fee of up to €12.5 million ($14.49 million) and to Ducera a fee of $5 million. Danske Bank A/S (CPSE:DANSKE) acted as financial advisor to Noble Corporation Plc (NYSE:NE).

Noble Corporation (NYSE:NE) completed the acquisition of The Drilling Company of 1972 A/S (CPSE:DRLCO) from APMH Invest A/S, A.P. Møller Og Hustru Chastine Mckinney Møllers Familiefond, Den A.P. Møllerske Støttefond and others on October 3, 2022.