Shareholders Approve Transocean Merger

Thursday, January 11, 2001
At its extraordinary general meeting held Dec. 12, 2000 in Houston, Texas, holders of ordinary shares of Transocean Sedco Forex Inc. approved all proposals presented at the meeting, including those relating to the company's pending merger transaction with R&B Falcon Corporation.

Shareholders approved an increase in authorized ordinary share capital, the issuance of ordinary shares in the merger, anincrease in the maximum size of the company's board of directors to 13 persons and an increase in the number of ordinary shares reserved for issuance under the company's Long-Term Incentive Plan and Employee Stock Purchase Plan.

On Aug. 21, 2000, Transocean Sedco Forex announced that it had signed a definitive agreement to merge with R&B Falcon in an all stock transaction in which common shareholders of R&B Falcon will receive a fixed ratio of 0.5 shares of newly issued Transocean Sedco Forex ordinary shares for each R&B Falcon share. The transaction is expected to close during the first quarter of 2001.


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