Swiss offshore drilling contractor Transocean has cleared a major US antitrust hurdle in its $5.8bn all-stock takeover of Bermuda-incorporated Valaris after the Department of Justice closed its investigation and the Hart-Scott-Rodino Act waiting period expired, according to a Valaris filing with the US Securities and Exchange Commission.
The companies expect the transaction to close in the fourth quarter of 2026, subject to satisfaction or waiver of the remaining closing conditions.
The US review had progressed to an in-depth antitrust examination. Transocean and Valaris filed HSR notifications with the Federal Trade Commission and DOJ on 2 March. Transocean withdrew its filing on 1 April and refiled on 3 April.
Both companies received a Request for Additional Information and Documentary Materials, known as a Second Request, from the DOJ on 4 May, extending the review.
A separate US regulatory condition was satisfied on 29 June when the companies received written clearance from the Committee on Foreign Investment in the United States.
Transocean agreed in February to acquire all outstanding Valaris shares for 15.235 Transocean shares for each Valaris share. Existing Transocean shareholders are expected to own about 53% of the combined company on a fully diluted basis, with Valaris shareholders holding about 47%.
The companies valued the combined enterprise at about $17bn. The fleet is expected to comprise 73 offshore drilling rigs, including 33 ultra-deepwater drillships, nine semisubmersibles and 31 jackups.
Combined contract backlog was estimated at about $10bn when the transaction was announced, with expected transaction-related cost synergies of more than $200m.
The deal is being implemented through a court-approved scheme of arrangement under Bermuda law. Transocean chief executive Keelan Adamson is due to lead the combined senior management team, while Jeremy Thigpen will serve as executive chairman.
The board is planned to include nine current Transocean directors and two current Valaris directors. The combined company will remain incorporated in Switzerland and have its primary administrative office in Houston.
Transocean Ltd is a Swiss corporation providing offshore contract drilling services for oil and gas wells, with operations focused on ultra-deepwater and harsh-environment drilling.
Valaris Limited is a Bermuda exempted company limited by shares providing offshore contract drilling services across deepwater, harsh-environment and shallow-water markets.