Diamond Offshore completes merger with Noble Corporation

In a significant move within the oil and gas industry, Diamond Offshore Drilling (OTC:DOFSQ), Inc. has successfully completed its previously announced merger with Noble Corporation, as of today, Wednesday. The transaction has led to Diamond Offshore becoming a wholly owned subsidiary of Noble and the immediate renaming of Merger Sub 2, the surviving entity, to Noble Offshore Drilling, Inc.

The merger was executed through a two-step process where Diamond Offshore first merged with a subsidiary of Noble, with Diamond Offshore as the surviving entity. Immediately following, Diamond Offshore merged with a second subsidiary, resulting in Noble Offshore Drilling, Inc. as the surviving entity.

As part of the merger agreement, each share of Diamond Offshore common stock was converted into the right to receive a combination of cash and Noble ordinary shares, specifically $5.65 in cash and 0.2316 of a Noble ordinary share for each Diamond Offshore share. This conversion was subject to certain exceptions outlined in the merger agreement.

In connection with the merger, all outstanding Diamond Offshore Warrants were assumed by Noble. These warrants will remain exercisable for 90 days post-merger for the merger consideration as if they were exercised immediately prior to the merger.

Furthermore, with the merger's completion, Diamond Offshore's common stock has ceased trading and is no longer listed on the New York Stock Exchange. Noble Offshore Drilling, Inc., as the successor, intends to file a Form 15 with the SEC to suspend the reporting obligations of Diamond Offshore.

All directors and officers of Diamond Offshore have resigned following the merger, with the appointment of Richard Barker, Jennie Howard, and Craig Muirhead as the directors of the surviving entity. Barker will serve as President, Howard as Secretary, and Muirhead as Treasurer.

The legal documentation, including the Assignment and Assumption Agreement and the Supplemental Indenture, outlines the terms and conditions of the merger and the assumption of obligations by Noble Offshore Drilling, Inc.

This strategic move is expected to reshape the competitive landscape in the drilling sector, with the combined company poised to leverage synergies and expand its market presence. The information provided in this article is based on a press release statement.

In other recent news, Diamond Offshore Drilling, Inc. has announced the approval of a merger agreement with Noble Corporation plc. This significant step towards finalizing the merger was approved during a special meeting of stockholders, with the majority of shares voting in favor.

The merger process involves Diamond Offshore first merging with Dolphin Merger Sub 1, Inc., and subsequently merging into Dolphin Merger Sub 2, Inc., making Diamond Offshore an indirect wholly owned subsidiary of Noble.

Barclays has maintained its overweight rating on Diamond Offshore shares, citing the company's second-quarter performance that aligned with estimates. The company also secured two new contracts, a two-year extension for BlackHawk and a 180-day contract for BlackRhino, both operating in the U.S. Gulf of Mexico. The acquisition of Diamond Offshore by Noble Corporation is expected to be finalized by the first quarter of 2025.

The merger was initially announced in June 2024, and additional details have been disclosed in a recent filing with the Securities and Exchange Commission. The filing addresses allegations of disclosure deficiencies in the proxy statement/prospectus, with Diamond Offshore maintaining these claims are without merit.

Additional disclosures have been provided, including revised analyses of the merger's financial implications and more detailed information on valuation multiples and financial metrics. These recent developments suggest a stable outlook for Diamond Offshore's stock value in the near term.

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