ZUG, Switzerland, May 15, 2009 (GLOBE NEWSWIRE) -- Transocean Ltd. (NYSE:RIG) announced that its shareholders approved all proposals at the 2009 Annual General Meeting held today in Zug. The approvals include the re-election of five directors, the authorization to repurchase shares and several other matters.
Shareholders today re-elected four Class I Directors, W. Richard Anderson, Richard L. George, Robert L. Long and Edward R. Muller, each for a three-year term. Victor E. Grijalva, formerly a Class I Director, was re-elected as a Class III Director for a two-year term to more evenly allocate the directors between the three classes of the Board and in order for the expiration of his term to coincide with his required retirement from the Board under company guidelines.
Shareholders also authorized the Board of Directors, at its discretion, to repurchase shares of the company for cancellation with an aggregate purchase price of up to 3.50 billion Swiss francs (equivalent to approximately US$3.17 billion at an exchange rate as of the close of trading on May 14, 2009 of US$1.00 to CHF 1.1043).
Decisions regarding the amount, if any, and timing of any share repurchases will be made from time to time based upon general market conditions, the relationship between the company's contractual backlog and debt, cash flow generation, ongoing capital requirements, the price of Transocean shares, regulatory and tax considerations, and other factors. The company plans to fund any share repurchases from the company's current and future cash balances and will not use debt to fund any repurchases. The company may, however, instead retain cash, reduce debt, make capital investments or otherwise use cash for general corporate purposes and consequently repurchase fewer than the maximum authorized shares or not repurchase any shares under the program. The Board of Directors has not authorized the execution of any share repurchases.
The share repurchase program does not have an established expiration date. Repurchases could be suspended or discontinued at any time and, if commenced at all, are not expected to begin in the near term.
In addition, shareholders approved the following:
* Long-Term Incentive Plan of Transocean Ltd. as amended and restated, * Appointment of Ernst & Young LLP as Transocean Ltd.'s independent registered public accounting firm for fiscal year 2009 and the re-election of Ernst & Young Ltd., Zurich, as the company's auditor pursuant to the Swiss Code of Obligations until the 2010 annual general meeting, * Transocean Ltd. 2008 Annual Report, Consolidated Financial Statements, and Statutory Financial Statements, * Appropriation of the available retained earnings without payment of a dividend to shareholders for fiscal year 2008 and the release of 3.5 billion Swiss francs of additional paid-in capital to freely available reserves, and * Discharge of members of the Board of Directors and the Executive Officers of Transocean Ltd. from liability for activities during fiscal year 2008, as is customary for Swiss corporations.
Statements regarding the share repurchase program, including timing, duration, source of funding, uses of cash, termination of the program, cancellation of the repurchased shares, and debt reduction, as well as any other statements that are not historical facts, are forward-looking statements that involve certain risks, uncertainties and assumptions. These include but are not limited to the factors stated in the preceding paragraphs, the company's decision to retain cash, reduce debt, make capital investments or otherwise use cash for general corporate purposes rather than to repurchase shares, operating hazards and delays, actions by customers and other third parties, the future price of oil and gas, the actual revenues earned and other factors detailed in the company's most recent Form 10-K and other filings with the Securities and Exchange Commission ("SEC"), which are available free of charge on the SEC's website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. There can be no assurance as to the amount of debt, if any, that will be retired or the number of shares, if any, that will be repurchased under the program. Additional information regarding the share repurchase program may be found in the company's most recent Form 10-Q, proxy statement and other filings made with the SEC.
Transocean Ltd. is the world's largest offshore drilling contractor and the leading provider of drilling management services worldwide. With a fleet of 136 mobile offshore drilling units plus 10 announced ultra-deepwater newbuild units, the company's fleet is considered one of the most modern and versatile in the world due to its emphasis on technically demanding segments of the offshore drilling business. The company owns or operates a contract drilling fleet of 39 High-Specification Floaters (Ultra-Deepwater, Deepwater and Harsh-Environment semisubmersibles and drillships), 28 Midwater Floaters, 10 High-Specification Jackups, 55 Standard Jackups and other assets utilized in the support of offshore drilling activities worldwide.
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