Transocean (RIG) Boosts Acquisition Offer for Transocean Partners (RIGP) by ~5%

November 21, 2016 4:20 PM EST

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Transocean Ltd. (NYSE: RIG) and Transocean Partners LLC (NYSE: RIGP) announced that Transocean has agreed to increase to 1.20 Transocean shares (from 1.1427 Transocean shares) the consideration for its pending acquisition of each outstanding common unit of Transocean Partners not already owned by Transocean in a share-for-unit merger transaction. Transocean expects to issue approximately 23.8 million shares in the merger.

The transaction is subject to the approval of the holders of Transocean Partners' common units pursuant to its limited liability company agreement. As Transocean has already committed to voting its approximately 21.3 million common units in favor of the merger, a vote in favor of the merger by approximately 9.9 million (or approximately 50.1%) of the approximately 19.7 million common units not held by Transocean will be required to approve the merger. Subject to customary approvals and conditions, including receipt of approval from Transocean Partners common unitholders, the transaction is expected to close in early December 2016.

The Transocean Partners special meeting, which has been adjourned, reconvenes on Tuesday, December 6, 2016, at 3:00 p.m. local time at Transocean Partners' offices at 40 George Street, 4th Floor, London, England W1U 7DW, United Kingdom.

The increase in consideration was approved on behalf of Transocean Partners by the Conflicts Committee of its Board of Directors, which is comprised of the members of its Board of Directors who are independent and unaffiliated with Transocean.

The Board of Directors of Transocean Partners and the Conflicts Committee of Transocean Partners have each recommended that Transocean Partners' common unitholders vote "FOR" the proposal to approve the amended merger agreement providing for the increased consideration and the merger.

Unitholders who need assistance in voting their Transocean Partners' common units, or who have questions, are encouraged to contact the company's proxy solicitor, Innisfree M&A Incorporated, at (888) 750-5834 from U.S. and Canada or (412) 232-3651 from other countries.

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