Transocean Files Initial Proxy Statement for GlobalSantaFe Merger

Includes: GSF, RIG
by: The M & A Researcher

Transocean Inc. (NYSE:RIG) filed the initial proxy statement for their GlobalSantaFe Corporation (NYSE:GSF) merger with the SEC on August 31, 2007.

The proxy discloses that the HSR notification had been filed as of August 31, but no specific filing date is provided. For tracking purposes, it will be assumed that the HSR notification went to the FTC on August 27, creating an approximate waiting period expiration date of September 26, 2007. Attempts will be made throughout the week to obtain the precise HSR filing date.

As discussed previously, HSR approval should be obtained without any difficulty in this deal, despite the direct overlaps in oil-drilling rigs and overall magnitude of the combination. This is one of those mergers which very likely would have drawn a second request, or required an HSR re-filing, several years ago. However, it is abundantly clear that mergers in the energy industry (particularly upstream) will not be scrutinized by the current DOJ/FTC, so this deal will almost certainly obtain HSR clearance in 30 days or less.

Regarding non-U.S. reviews, the proxy states the following:

The parties have informally notified the U.K. competition authorities of their intent to enter into the Merger, and intend to furnish information to the U.K. authorities regarding the transaction and the relevant economic circumstances. A competition/antitrust filing has also been made in Brazil.

As of this entry, the UK OFT does not list this transaction as a pending matter. As the OFT has routinely taken interest in oil rig operations in the North Sea, a full review would not be at all surprising in this case. If so, this regulatory may become a timing factor only in that the determination of a formal review could easily push the review process into November. There is virtually no chance that the OFT will actually have problems with the deal, so that is not the issue. It is simply a matter of a review at all that might come into play here.

Nevertheless, the timing expectation for this deal continues to be a close in November. If the companies can obtain SEC clearance before the end of this month, or very early next month, and the OFT waives a formal review, the transaction could conceivably close in the first week of two of November.

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