GlobalSantaFe to Repurchase Zero Coupon Convertible Debentures Due 2020

GlobalSantaFe Corporation (NYSE: GSF) announced that holders of Zero Coupon Convertible Debentures due June 23, 2020, issued by its indirect, wholly-owned subsidiary, Global Marine Inc. (GMI), have the right, beginning as of today, to surrender their debentures for cash repurchase. Holders have the right to require GMI to repurchase all or any part of such holder's debentures on June 23, 2005, at a price equal to $594.25 per $1,000 of principal amount at maturity. GMI has the option to pay the repurchase price for the debentures with cash, stock, or a combination of cash and stock, and has elected to pay for the debentures solely with cash. If all outstanding debentures are surrendered for repurchase, the aggregate cash purchase price will be approximately $356.6 million.

In order to surrender debentures for repurchase, a holder of debentures must deliver a repurchase notice on or before 5:00 p.m. EDT, on June 23, 2005, to Wilmington Trust Company, the trustee under the indenture governing the debentures and paying agent for the repurchase of the debentures. Holders who follow the transmittal procedures of The Depository Trust Company do not need to submit a physical repurchase notice to Wilmington Trust Company. Holders may withdraw any debentures previously surrendered for repurchase at any time before 5:00 p.m. EDT, on June 23, 2005.

GlobalSantaFe Corporation and Global Marine Inc. will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission today. GMI will make documents available through The Depository Trust Company to debenture holders specifying the terms, conditions and procedures for surrendering and withdrawing debentures for repurchase. These documents contain important information regarding the details of GMI's obligation to purchase the debentures, and holders are encouraged to read them carefully before deciding whether to the surrender their debentures.

The debentures are convertible into 8.125103 ordinary shares, par value $.01 per share, of GlobalSantaFe Corporation per $1,000 principal amount at maturity of debentures, subject to adjustment under certain circumstances. Debentures as to which a repurchase notice has been given may be converted into GlobalSantaFe Corporation ordinary shares at any time before the close of business on June 23, 2005, only if the applicable repurchase notice has been withdrawn in accordance with the terms of the indenture.


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