Transocean Disagrees with Proposed ISS Board Nominees

MarineLink.com
Friday, April 26, 2013

Transocean Ltd. commented on a report issued by proxy advisory service Institutional Shareholder Services (ISS) regarding the company's Annual General Meeting, which will be held on May 17, 2013.

The company issued the following statement in response to the ISS recommendation:

"Transocean strongly disagrees with ISS's decision to reject only one of Icahn's three nominees, particularly due to their lack of relevant experience and their affiliations with Mr. Icahn. Transocean does not believe that Icahn or his nominees have offered a plan or strategy for the company other than the extraction of an unsustainable dividend that the company believes would be detrimental to shareholder value, and which ISS sensibly rejected.

As with several other situations where ISS has supported dissident slates only to later see those dissident slates defeated by shareholders, we are confident that our shareholders will exercise independent judgment regardless of ISS' position, and we urge them to decisively defeat Mr. Icahn's nominees. We encourage shareholders to support our balanced approach to capital allocation in the interest of sustainable, long-term value creation and vote FOR the Board's highly qualified nominees, including Frederico F. Curado, Thomas W. Cason, Steven L. Newman, Robert M. Sprague and J. Michael Talbert. Transocean's approach to corporate governance is to regularly infuse fresh perspectives into an experienced and knowledgeable Board as evidenced by the nomination of Frederico F. Curado and the fact that six of the 12 independent directors have been added to the Board in the last two years.

Transocean's Board firmly believes that Mr. Icahn's nominees would contribute no value. Based upon the nominees' current and past associations with Icahn we believe they are handpicked to pursue what the Board believes to be a misguided agenda that will compromise Transocean's long-term competitiveness by curtailing disciplined, high-return investment in its business in the interest of potential short-term gains.  In the company's view, Mr. Icahn's nominees reflect his apparent lack of industry knowledge and an ignorance of the attributes necessary to lead a world-class offshore drilling contractor:   among other weaknesses, they have limited international exposure of the company's key growth markets; generally lack financial and corporate structuring experience; have rarely worked in a service-oriented or capital-intensive industry; possess limited knowledge of the specialized operator - contractor business model; and have little apparent experience with complex international tax treaties and networks. Further, and importantly, the Board firmly believes that Icahn's nominees' platform is not in the best interest of all shareholders.

Transocean's Board of Directors and management are committed to executing the company's strategy to maximize long-term shareholder value by maintaining a strong, flexible balance sheet, characterized by an investment grade rating on the company's debt; disciplined, high-return investment in the business; and a sustainable return of capital to shareholders with the goal of future increases in distributions once litigation uncertainties are further resolved.

We believe the favorable ISS recommendation for the company's proposed $2.24 per share dividend reaffirms this prudent, balanced approach to value creation and underscores the company's view that Mr. Icahn lacks an understanding of the cyclical and capital-intensive nature of the offshore drilling industry and of the remaining litigation uncertainties that the company currently faces.

The company urges shareholders to vote FOR Transocean's entire slate of highly-qualified and diverse Director nominees who we believe have the deep, relevant expertise and the history of achievement necessary to continue to execute strategies that position the company to maximize long-term shareholder value.

Shareholders are encouraged to vote "FOR" all the company's proposals including the $2.24 per share dividend, the election of our five Director nominees, and the re-adoption of Board authority to issue shares out of the company's authorized share capital by promptly using the company's WHITE proxy card. Shareholders may review supplemental information on the proposals by visiting www.transoceanvalue.com.  Shareholders who have questions about how to vote their shares, or need additional assistance, should contact Transocean's proxy solicitor, Innisfree M&A Incorporated, toll-free at 1-877-456-3507 (toll-free from the US and Canada) or +1 412-232-3651 (from other countries).  Shareholders in the EU may also call Lake Isle M&A Incorporated, Innisfree's UK subsidiary, free-phone at 00 800 7710 9970, or direct at +44 20 7710 9960."

www.deepwater.com

Maritime Reporter March 2015 Digital Edition
FREE Maritime Reporter Subscription
Latest Maritime News    rss feeds

People & Company News

Obangame Express 2015 Concludes in the Gulf of Guinea

Maritime forces from Gulf of Guinea nations, Europe, South America, and the United States and several regional and international organizations concluded the multinational maritime exercise,

Scandlines Ferry Back in Service by End June

The damaged Scandlines ferry M/V Prinsesse Benedikte is being repaired at the Polish shipyard Remontowa and is expected to be ready before the end of June 2015.

Greece Will Sell Piraeus Port Stake in Weeks

The Greek government will sell its majority stake in the port of Piraeus within weeks, the country's deputy prime minister told China's official Xinhua news agency,

Energy

USA Urged Not to Delay Arctic Drilling

The U.S. should immediately begin a push to exploit its enormous trove of oil in the Arctic waters off of Alaska, or risk a renewed reliance on imported oil in the future, reports AP.

Feds Delay LNG’s Port Ambrose Application

The US Coast Guard and the US Maritime Administration (MARAD) have temporarily suspended their review of the proposed Port Ambrose deep-water LNG import terminal.

Austal Graduates 48 4-Yr Apprentices

Austal USA combined two classes to graduate a total of 48 members of Austal’s cutting-edge four-year apprenticeship program yesterday at a formal ceremony held at the Arthur R.

News

Gulf Bridge Express Service to End

The Gulf Bridge Express Service will shortly be terminated with the last roundtrip voyage being MV Saint Nikolaos voyage 00008S, ETA New Orleans on April 22, 2015.

Obangame Express 2015 Concludes in the Gulf of Guinea

Maritime forces from Gulf of Guinea nations, Europe, South America, and the United States and several regional and international organizations concluded the multinational maritime exercise,

Scandlines Ferry Back in Service by End June

The damaged Scandlines ferry M/V Prinsesse Benedikte is being repaired at the Polish shipyard Remontowa and is expected to be ready before the end of June 2015.

Offshore Energy

Nations Convene for Arctic Maritime Discussion

Citing an increasing need to ensure safety, security and stewardship of Arctic waters, member countries of the Arctic Council gathered at U.S. Coast Guard Headquarters

Advanced Drillships a Burden for Owners as Business Slows

Not so long ago, advanced drillships costing more than half a billion dollars each and capable of operating in ever-deeper waters practically guaranteed big profits for oil-rig operators.

Russia May Allow More Firms to Offshore Oil

Russia may allow more oil companies to access its offshore projects, Energy Minister Alexander Novak said on Friday.   "In general, the access can be extended," Novak told reporters in Moscow.

 
 
Maritime Careers / Shipboard Positions Maritime Contracts Maritime Security Maritime Standards Naval Architecture Navigation Pipelines Salvage Ship Simulators Sonar
rss | archive | history | articles | privacy | terms and conditions | contributors | top maritime news | about us | copyright | maritime magazines
maritime security news | shipbuilding news | maritime industry | shipping news | maritime reporting | workboats news | ship design | maritime business

Time taken: 0.3086 sec (3 req/sec)