Wednesday 10 November 2021

The Drilling Company of 1972 A/S (“Maersk Drilling”) today announced that it has entered into a definitive agreement to combine with Noble Corporation (“Noble”) in a primarily all-stock transaction. The combined company will be named Noble Corporation, and its shares will be listed on the New York Stock Exchange and Nasdaq Copenhagen. The transaction is targeted to close in mid-2022.

Both companies share a very strong conviction in the compelling industrial logic behind the creation of a world class offshore driller with the scale, capabilities, and resources to successfully serve a broad range of customers. The combined company will own and operate a modern, high-end fleet of floaters and jack-up rigs across benign and harsh environments, serving customers in the most attractive offshore oil and gas basins. The transaction will unite the strong capabilities and decades of experience of Noble and Maersk Drilling, leveraging their differentiated value propositions and unwavering commitments to best-in-class safety and service quality.

The business combination agreement has been unanimously approved by the Boards of Directors of Noble and Maersk Drilling, and it is also supported by major shareholders of both companies, including Noble’s top three shareholders, which collectively currently own approximately 53% of Noble shares, 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.

Maersk Drilling’s Chairman of the Board, Claus V. Hemmingsen, said:

“This combination carries strong industry logic. With the combination 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.”

A.P. Moller Holding CEO Robert Uggla said:

“In 2016, A.P. Moller Holding instigated the restructuring of A.P. Moller – Maersk and the renewal of the A.P. Moller Group. As part of such restructuring, Maersk Drilling was demerged from A.P. Moller – Maersk with the objective to establish an independent company with a capable, focused Board and to actively participate in the required consolidation of a distressed drilling industry. The combination of Maersk Drilling and Noble creates a drilling company with a stronger customer proposition building on the companies’ extensive operational capabilities. The combined company will hold an industry leading balance sheet, significant cost synergies, a modern fleet and with access to an international shareholder base.”

Maersk Drilling CEO Jørn Madsen said:

”Noble is the right match for Maersk Drilling, and the combination makes a lot of sense. I’m proud that Maersk Drilling’s strong heritage in the North Sea, unparalleled operational excellence and competencies, industry-leading sustainability position and commitment to innovation will contribute to creating a world class driller with an unmatched expertise within deepwater and harsh environment drilling. In the short term, the combination will, unfortunately, impact our organisation, but it will also create a larger and stronger company, which will provide future opportunities for growth and new jobs.”

The combination is expected to generate potential cost synergies of USD 125 million per year with full potential to be realized within two years after closing of the transaction. The combined company will benefit from a diverse revenue mix, a robust contract backlog with significant earnings visibility, a solid balance sheet, and a strong free cash flow potential, supporting the potential for return of capital to shareholders while providing resiliency through the industry cycle.