Noble Corporation plc to Acquire Diamond Offshore Drilling, Inc. in Stock and Cash Transaction
Noble Corporation plc (“Noble”) and Diamond Offshore Drilling, Inc. (“Diamond”) have announced a definitive merger agreement on June 10. Under this agreement, Noble will acquire Diamond in a stock plus cash transaction. Diamond shareholders will receive 0.2316 shares of Noble, along with $5.65 per share in cash for each share of Diamond stock. This represents an 11.4% premium to the closing stock prices on June 7, 2024.
Upon completion of the transaction, Diamond shareholders will own approximately 14.5% of Noble’s outstanding shares. In addition to this acquisition, Noble’s Board of Directors has approved a 25% increase in its quarterly dividend to $0.50 per share, starting in the third quarter of 2024.
The merger agreement outlines that Diamond shareholders will receive 0.2316 Noble shares and $5.65 per share in cash for each Diamond share, totaling $600 million in cash paid to Diamond shareholders on a fully-diluted basis. Following the closure of the transaction, Diamond shareholders will hold around 14.5% of Noble’s shares on a fully-diluted basis. The implied cash and stock consideration for Diamond shareholders is $15.52 per share, which is an 11.4% premium to Diamond’s closing share price on June 7, 2024.
Noble plans to finance the cash portion of the deal through new debt financing, facilitated by a $600 million committed bridge financing facility. Upon completion, the Noble Board of Directors will be expanded to include a member from the Diamond Board. The transaction is subject to customary closing conditions, including regulatory approvals and the consent of Diamond shareholders, with an expected closure date in the first quarter of 2025.
The merger has received unanimous approval from the Board of Directors of both companies. Morgan Stanley & Co. LLC is acting as the lead financial advisor to Noble, while Wells Fargo and SB1 Markets have also advised Noble. Legal advice for Noble is provided by Paul, Weiss, Rifkind, Wharton & Garrison LLP. Guggenheim Securities, LLC and TPH&Co., the energy business of Perella Weinberg Partners, are the lead financial advisors to Diamond, with legal advice from Kirkland & Ellis LLP.
Noble Corporation plc is a prominent offshore drilling contractor for the oil and gas industry, with a modern and technically advanced fleet. The company has been involved in contract drilling services since 1921, focusing on ultra-deepwater and high specification jackup drilling opportunities worldwide. Diamond Offshore Drilling, Inc. is known for its innovation and contract drilling services in solving complex deepwater challenges globally.