Publication of Offer Document by Noble & Statement by Maersk Drilling

Source: www.gulfoilandgas.com 8/8/2022, Location: Europe

With reference to Maersk Drilling’s company announcement no. 10/2022 regarding a voluntary public share exchange offer (the "Exchange Offer") to be made by Noble Corporation plc (“Topco”) to the shareholders of The Drilling Company of 1972 A/S ("Maersk Drilling"), Topco has today published an offer document (the "Offer Document") in accordance with section 4(2) and 21 of the Danish Executive Order no. 636 of 15 May 2020 on takeover bids (the "Danish Takeover Order"), setting out the full terms and conditions to the Exchange Offer. Topco’s announcement is attached to this announcement.

The Board of Directors of Maersk Drilling has prepared a statement regarding the Exchange Offer (the "Board Statement") in accordance with Section 22 of the Danish Takeover Order. As described in the Board Statement, the Board of Directors of Maersk Drilling unanimously recommends that Maersk Drilling shareholders accept the Exchange Offer. Reference is made to the full Board Statement available in both Danish and English at investor.maerskdrilling.com.

Maersk Drilling’s Chairman of the Board of Directors, Claus V. Hemmingsen, said: “The combination with Noble carries strong industry logic. Together we are creating a differentiated provider of offshore drilling services, which will be able to enhance the customer experience through increased scale, global reach, and industry-leading innovation. The combination will create value for all shareholders and will offer investors a unique opportunity to benefit from the market recovery, a robust financial position and strong free cash flow potential, all paving the way for the potential return of capital to shareholders. The Board of Directors unanimously recommends that Maersk Drilling shareholders accept the offer and observe the timeline and required actions for accepting the offer.”

Summary of the Exchange Offer
• Topco is offering each Maersk Drilling shareholder 1.6137 newly and validly issued, fully paid and non-assessable A ordinary shares of $0.00001 each of Topco, rounded down to the nearest whole number and delivered in the form of share entitlements, ("Topco Shares") as consideration for each tendered Maersk Drilling share (the "Exchange Ratio").
• In addition, Topco is offering each Maersk Drilling shareholder the opportunity to elect to receive Cash Consideration (as defined below) in lieu of their entitlement to certain Topco Shares, up to the amount of USD 1,000 per Maersk Drilling shareholder, payable in DKK, subject to an aggregate cash consideration cap of USD 50 million.
• The Exchange Offer is subject to customary conditions, including obtainment of approvals, permits and consents by relevant regulatory authorities, as well as Topco obtaining acceptances, or otherwise acquiring shares, representing at least 80% of the outstanding share capital and voting rights of Maersk Drilling, excluding any Maersk Drilling treasury shares
• The Board of Directors of Maersk Drilling unanimously recommends that Maersk Drilling shareholders accept the Exchange Offer.
• APMH Invest A/S, holding approximately 42% of Maersk Drilling’s total share capital and voting rights, has irrevocably undertaken to accept the Exchange Offer, and A.P. Møller og Hustru Chastine Mc-Kinney Møllers Familiefond and Den A.P. Møllerske Støttefond, holding in aggregate approximately 12% of Maersk Drilling’s total share capital and voting rights, have expressed their intention to accept the Exchange Offer.
• The business combination has been approved with the requisite majority by the shareholders of Noble Corporation (“Noble”) at a general meeting held on 10 May 2022.
• The offer period for the Exchange Offer will commence on 10 August 2022 and will expire on 8 September 2022 at 23:59 (CEST) unless extended by Topco in accordance with applicable law, rules and regulations and the terms and conditions set out in the Offer Document (the "Offer Period").
• The combined company will be named Noble Corporation plc, and all its shares will be listed on the New York Stock Exchange and admitted to trading and official listing on Nasdaq Copenhagen.

Offer consideration
In exchange for each Maersk Drilling share of nominally DKK 10.00, Topco will be offering 1.6137 Topco Shares, with a nominal value of USD 0.00001 per share, as the share consideration (the "Share Consideration"). The Topco Shares will be delivered in the form of share entitlements and reference is made to Topco’s announcement as attached as well as the Offer Document and an exemption document published on 8 August 2022 (the “Exemption Document”) for a further description hereof.

In addition to the Share Consideration, Topco will be offering each Maersk Drilling shareholder who accepts the Exchange Offer the opportunity to elect to receive consideration in cash in lieu of certain Topco shares ("Cash Consideration", and an election to receive cash, a "Cash Election"), subject to an aggregate cash consideration cap of USD 50 million (the "Cash Consideration Cap"). Any Maersk Drilling shareholder making a Cash Election will receive, as applicable, (i) USD 1,000 for the applicable portion of the Maersk Drilling shareholder in question’s Maersk Drilling shares, or (ii) the amount corresponding to the total value of their holding of Maersk Drilling shares if such shareholding represents a value of less than USD 1,000 in the aggregate, in each case subject to any reduction under the Cash Consideration Cap. Any Maersk Drilling shareholder holding Maersk Drilling shares exceeding a value of USD 1,000 in the aggregate cannot elect to receive less than USD 1,000 in Cash Consideration if such shareholder makes a Cash Election. The Cash Consideration will be payable in DKK with such amount payable in DKK translated from USD. In the event the aggregate Cash Consideration to be paid in the Exchange Offer exceeds the Cash Consideration Cap, each Maersk Drilling shareholder having made the Cash Election shall receive its pro rata portion of the Cash Consideration and receive Share Consideration in respect of the remainder of their tendered Maersk Drilling Shares.

In order to facilitate settlement of the Exchange Offer, Maersk Drilling shareholders will, upon acceptance of the Exchange Offer, receive a number of interim acceptance shares issued in the interim ISIN code DK0061803103 (the "Acceptance Shares") in exchange for and corresponding to the number of Maersk Drilling shares tendered in the Exchange Offer. Following the expiration of the Offer Period, the holders of Acceptance Shares may choose to exercise the Cash Election (as defined above), whereby all or some of the Acceptance Shares will be exchanged for interim cash acceptance shares issued in the separate interim ISIN code DK0061803293, and representing a right to receive Cash Consideration (the "Cash Acceptance Shares"). The Acceptance Shares and the Cash Acceptance Shares have been conditionally approved for trading on Nasdaq Copenhagen A/S. For further information on the Acceptance Shares and Cash Acceptance Shares, reference is made to the announcement made by Topco appended to this announcement.

Offer timeline and conditionality
The Offer Period will commence on 10 August 2022 and will expire on 8 September 2022 at 23:59 (CEST). However, the Offer Period may be extended in accordance with the terms and conditions in the Offer Document. In case the Offer Period is extended, Topco will publish a supplement to the Offer Document.

Completion of the Exchange Offer and of the business combination between Noble and Maersk Drilling is subject to certain conditions being satisfied or waived by Topco (in its sole discretion), including the receipt of approval from the UK Competition and Markets Authority, as well as Topco having obtained acceptances, or otherwise having acquired shares, representing at least 80% of the outstanding share capital and voting rights of Maersk Drilling, excluding any Maersk Drilling treasury shares.

The indicative timetable below sets out certain important dates with regard to the Exchange Offer:

10 August 2022 Commencement of Offer Period
10 August 2022 First day of trading of the Acceptance Shares on Nasdaq Copenhagen
8 September 2022 at 23:59 CEST Expected expiration of the Offer Period
9 September 2022 Expected announcement of the preliminary result of the Exchange Offer
12 September 2022 Commencement of the period to make a Cash Election
12 September 2022 First day of trading of the Cash Acceptance Shares
13 September 2022 Announcement of the final result of the Exchange Offer
26 September 2022 Expiration of the period for making a Cash Election
28 September 2022 Last day of trading of Acceptance Shares and Cash Acceptance Shares
3 October 2022 Completion of the Exchange Offer
3 October 2022 First day of trading of the Topco Shares, in the form of share entitlements, on Nasdaq Copenhagen

If the Offer Period is extended, the dates referred to herein may also be extended accordingly.

Subject to completion of the Exchange Offer, Topco intends to delist the Maersk Drilling shares from Nasdaq Copenhagen at an appropriate time and to the extent permitted by Nasdaq Copenhagen. Further, if Topco holds more than 90% of all Maersk Drilling shares and voting rights (excluding treasury shares) upon completion of the Exchange Offer, Topco intends to initiate and complete a compulsory purchase of the remaining minority Maersk Drilling shares in accordance with the Danish Companies Act.

Access to Offer Document and acceptance form
Topco has published the Offer Document including the acceptance form in both Danish and English, as well as a short form brochure in Danish, which are available at www.noblecorp.com and investor.maerskdrilling.com, subject to regulatory restrictions in certain jurisdictions. Topco has also published the Exemption Document, containing, among other relevant information, a description of the business combination and its impact on Maersk Drilling and Noble, which is available at www.noblecorp.com and investor.maerskdrilling.com, subject to regulatory restrictions in certain jurisdictions. The Maersk Drilling shareholders are urged to read all relevant information regarding the Exchange Offer.

Advisors
Ducera Partners LLC and DNB Bank ASA are serving as financial advisors and Kirkland & Ellis LLP, Plesner Advokatpartnerselskab, and Travers Smith LLP are serving as legal counsel to Noble.

J.P. Morgan Securities plc is acting as sole financial advisor and Davis Polk & Wardwell London LLP, Gorrissen Federspiel Advokatpartnerselskab and Allen & Overy LLP are serving as legal counsel to Maersk Drilling.


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