We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Noble Corporation (“Noble” or the “Company”) (NYSE:NE) in connection with the proposed merger of the Company with The Drilling Company of 1972 A/S (“Maersk Drilling”) (CSE: DRLCO). Under the terms of the merger agreement, each outstanding Noble share and penny warrant will be converted into the right to receive one share of Topco, a wholly owned subsidiary of Noble, and each issued tranche 1, tranche 2 and tranche 3 warrant will be converted into a warrant to purchase one share of Topco. Additionally, pursuant to the exchange offer, Maersk Drilling shareholders may exchange each Maersk Drilling share for 1.6137 Topco shares and will in lieu of their entitlement to certain Topco shares have the ability to elect cash consideration for up to $1,000 of their Maersk Drilling shares. Upon completion of the transaction, the Maersk Drilling shareholders and Noble shareholders will each own approximately 50% of the outstanding shares of the combined company. The combined company will be named Noble Corporation and its shares will be listed on the New York Stock Exchange and NASDAQ Copenhagen.
WeissLaw LLP is investigating whether (i) Noble’s board of directors acted in the best interests of Company shareholders in agreeing to the proposed transaction, (ii) the per-share merger consideration adequately compensates Noble’s shareholders, and (iii) all information regarding the sales process and valuation of the transaction will be fully and fairly disclosed.