Transocean to Move Group Holding Co. to Switzerland
Transocean Inc. announced that its board of directors has unanimously approved moving the place of incorporation of its group holding company from the Cayman Islands to Switzerland. Transocean's shareholders will be asked to vote in favor of the proposal at a shareholders meeting. If approved by Transocean's shareholders, and subject to the approval of the Grand Court of the Cayman Islands, Transocean expects the change of the place of incorporation to be effective as soon as practicable following approval from the Grand Court of the Cayman Islands, which could occur in late 2008 or early 2009.
In connection with the change of the place of incorporation, Transocean plans to relocate its principal executive offices to Geneva, Switzerland (collectively, the "Redomestication"). Following the Redomestication, the company expects 14 officers, including Transocean Inc. Chief Executive Officer Bob Long, and a small number of related support staff will relocate to Geneva. Transocean's operations will continue to be conducted through existing subsidiaries. Houston will continue to be the company's largest office and will also continue to provide corporate, technical and support services to worldwide operations.
Long said, "The Redomestication will provide us with an improved ability to manage our businesses and better focus on strategic growth markets by locating our principal executive offices more centrally within Transocean's area of worldwide operations. Furthermore, Switzerland has a stable and developed tax regime and a network of tax treaties with most countries where we operate. As a result, the Redomestication will improve our ability to maintain a competitive worldwide effective corporate tax rate."
Transocean will, upon completion of the Redomestication, continue to be subject to Securities and Exchange Commission (SEC) reporting requirements, and Transocean's shares will continue to be listed exclusively on the New York Stock Exchange under the symbol "RIG."
Full details of the transactions, and the associated benefits and risks, will be provided in the company's proxy statement with respect to the shareholders meeting.
Following the shareholders meeting and a hearing of the Grand Court of the Cayman Islands, assuming the necessary approvals have been obtained, Transocean plans to effect the Redomestication by merging Transocean Inc., its current Cayman Islands parent company, with a newly formed Cayman Islands subsidiary of Transocean Ltd., the new Swiss parent company, by way of schemes of arrangement under Cayman Islands law, with the current Cayman Islands parent company as the surviving company. As a result of the schemes of arrangement, the current Cayman Islands parent company will become a direct, wholly-owned subsidiary of the new Swiss parent company, and shares of the current Cayman Islands parent will be exchanged for the same number of shares of the new Swiss parent company.