Transocean Sedco Forex Inc. and R&B Falcon Corporation today confirmed that the U.S.Department of Justice (DOJ) has verbally informed both companies that it has completed its antitrust review of the proposed merger of the two companies and terminated the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The DOJ did not impose any terms or conditions on its decision not to take any enforcement action regarding the transaction. The companies also reported that regulatory filings in the United Kingdom and Brazil remain under review.
On August 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 stockholders 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.
Statements regarding the consummation of the acquisition, closing date of the transaction and any other statements that are not historical facts, are forward-looking statements that involve certain risks, uncertainties and assumptions. Transocean Sedco Forex Inc. and R&B Falcon Corporation strongly encourage readers to note that some or all of the assumptions, upon which such forward-looking statements are based, are beyond their ability to control or estimate precisely, and may in some cases be subject to rapid and material changes. The risks, uncertainties and assumptions relate to matters that include but are not limited to actions or approvals of third parties, delays in the merger, closing conditions not being satisfied and other factors detailed in Transocean Sedco Forex's and R&B Falcon Corporation's recent proxy statement, Form 10-K and other filings with the Securities and Exchange Commission (SEC). Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated.
Transocean Sedco Forex Inc. is the world's largest offshore drilling contractor, with a current equity market capitalization in excess of $8.0 billion. The company's mobile offshore drilling fleet is comprised of 71 rigs, including four newbuilds not yet active. This modern and versatile fleet is located in every major offshore oil and gas drilling region. Transocean Sedco Forex Inc. specializes in technically demanding segments of the offshore drilling business, including industry-leading positions in deepwater and harsh environment drilling services. The company is listed on the New York Stock Exchange under the symbol "RIG".
R&B Falcon Corporation operates the world's largest fleet of marine-based drilling rigs servicing the international oil and gas industry. Its fleet is composed of 139 drilling units including the industry's largest fleets of barge and jackup rigs, and a fleet of semisubmersibles and drillships which is among the most capable in the world. R&B Falcon also provides turnkey and integrated services and operates mobile production units, internationally based land rigs and an offshore towing business.
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