Noble to Hold Vote on Proposed Change in Place of Incorporation
Noble Corp. will hold a meeting of its shareholders on March 17, 2009 in connection with the proposal to approve the previously announced merger, reorganization and consolidation transaction by way of schemes of arrangement under Cayman Islands law. This proposal, if approved, will effectively change the place of incorporation of the parent holding company of the Noble group of companies from the Cayman Islands to Switzerland.
Noble's shareholders will be asked to approve the transaction at the shareholders' meeting. If the requisite approval of the shareholders is received, then, in accordance with Cayman Islands law, the Grand Court of the Cayman Islands will hold a hearing, at which shareholders may appear and be heard, on March 26, 2009, to approve the transaction. The transaction is expected to close as soon as practicable following the approval of the Grand Court.
The shareholders' meeting will be held at the Hotel Granduca in Houston, Texas, at 10:00 a.m. local time on March 17, 2009. A definitive proxy statement for the shareholders' meeting was filed with the U.S. Securities and Exchange Commission earlier today and is expected to be mailed on or about February 12, 2009 to all shareholders of Noble as of February 10, 2009, the record date for the shareholders' meeting.
Upon completion of the transaction, the Noble parent company will continue to be subject to SEC reporting requirements, and its shares will be listed exclusively on the New York Stock Exchange under the symbol "NE", Noble's current trading symbol. Additional information about the transaction, including associated benefits and risks, is contained in the definitive proxy statement of Noble, filed with the SEC and dated February 11, 2009.
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