Information about the business combination of Maersk Drilling and Noble

Information about the business combination of Maersk Drilling and Noble

On 10 November 2021, Maersk Drilling and Noble Corporation announced their intention to combine their businesses in a primarily all-share transaction to be carried out by the way of a voluntary public share exchange offer to Maersk Drilling’s shareholders made by Noble Corporation plc (an indirect wholly owned UK-incorporated subsidiary of Noble Corporation, which will be the new holding company of Maersk Drilling and Noble Corporation following the completion of the transaction).

On 10 May 2022, Noble Corporation’s shareholders approved the combination at an extraordinary general meeting, and on 8 August 2022, Noble Corporation plc  published an offer document in accordance with Danish law which includes the exchange offer to Maersk Drilling’s shareholder. The same day Noble Corporation plc also published and exemption document, a legally required document containing among other relevant information, a description of the transaction and its impact on each of Maersk Drilling and Noble Corporation.

Furthermore, on 8 August 2022, the Board of Directors of Maersk Drilling issued a statutory statement with its recommendation on the exchange offer to the shareholders of Maersk Drilling.

Please find below all documents and relevant information regarding the offer.

 

IMPORTANT INFORMATION

Due to legal restrictions, the information on this part of the website is not directed to, or accessible for, certain persons. We therefore kindly ask you to review the following information each time you wish to be granted access to this part of the website.

Please read this notice carefully – it applies to all persons who view this webpage and, depending on who you are and where you live, it may affect your rights. Please note that this notice and the information contained in it may be altered or updated from time to time, and should be read in full each time you visit the site. In addition, the contents of this webpage may be amended at any time in whole or in part at the sole discretion of The Drilling Company of 1972 A/S ("Maersk Drilling").

Access to the materials contained in this section of the website (the "Microsite") may be restricted under securities or other laws in certain jurisdictions. These materials are not directed at or to be accessed by persons in any jurisdiction in which the relevant action would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by Maersk Drilling (the "Restricted Jurisdictions"), and unless otherwise determined by Maersk Drilling and permitted by applicable law and regulation, it is not intended that these materials be accessible by persons residing or physically located in any Restricted Jurisdiction. Viewing the materials you seek to access may be unlawful if you are resident in, or are physically located in, a Restricted Jurisdiction. Additional restrictions may be included in the specific materials contained on this Microsite.

If you are not permitted to view materials on this Microsite please exit this Microsite immediately. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. It is the responsibility of all persons obtaining the documents contained on this Microsite to inform themselves of and observe all such restrictions. Any recipient of the documents contained on this Microsite who is in any doubt in relation to these restrictions should consult his or her professional advisors in the relevant jurisdiction. Neither Maersk Drilling nor Noble Corporation accept or assume any responsibility or liability for any violation by any person whomsoever of any such restriction.

The materials contained on this Microsite do not constitute an offer or an advertisement of an offer pursuant to laws and regulations of jurisdictions other than those of Denmark and the United States. The materials contained herein shall not be directly or indirectly distributed, disseminated or circulated outside Denmark or the United States if and to the extent such distribution, dissemination or circulation is not in compliance with applicable foreign regulations, or depends on the issuance of authorisations, compliance with official procedures or any other legal requirements, and such conditions are not satisfied. Maersk Drilling is not responsible for ensuring that the publication, distribution, dissemination or circulation of the materials contained herein outside Denmark and the United States is consistent with the provisions of legal systems other than those of Denmark and the United States.

Electronic versions of the materials contained herein are being made available on this Microsite by Maersk Drilling in good faith and for information purposes only.

The information on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither Maersk Drilling nor any of its directors, officers or affiliated companies has, or accepts, responsibility or duty to update any such information, document or announcement. Maersk Drilling reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.

The information contained on this Microsite is subject to, and must be read in conjunction with, the offering document published by Noble Corporation plc (“Topco”) all other publicly available information and, where relevant, any further disclosure document(s) published by Topco, Noble Corporation  and/or Maersk Drilling.  YOU ARE URGED TO READ THE OFFERING DOCUMENT RELATING TO THE PROPOSED BUSINESS COMBINATION IN ITS ENTIRETY, AND ANY OTHER DOCUMENTS PUBLISHED BY TOPCO, NOBLE CORPORATION AND/OR MAERSK DRILLING IN CONNECTION WITH THE BUSINESS COMBINATION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TOPCO, NOBLE CORPORATION AND MAERSK DRILLING, THE PROPOSED BUSINESS COMBINATION AND RELATED MATTERS.