Recently, U.S. offshore drilling contractor Noble Corporation announced on its website that its intention to voluntarily delist from NASDAQ Copenhagen (“NASDAQ”). Noble will remain traded on the New York Stock Exchange (“NYSE”), as Noble’s primary listing exchange.
Following a comprehensive review, the Company believes that the trading volume of its share entitlements (“Danish Shares”) on NASDAQ no longer justifies the expense and administrative requirements associated with maintaining this dual listing. The Company’s NYSE listing provides its shareholders with sufficient liquidity, as NYSE accounts for approximately 99% of its trading volume. The substantial savings in exchange fees, legal fees, and managerial time and effort to maintain a dual listing can be redirected to initiatives intended to generate shareholder value. Noble anticipates such delisting will be effective in late 2024 or early 2025.
To avoid holding Danish Shares that are not tradeable on a registered market following the effective date of the delisting, holders of Danish Shares traded on NASDAQ currently have the following options:
- Transfer. Shareholders may transfer their Danish Shares currently trading on NASDAQ to Noble shares trading on NYSE. Shareholders may contact their broker to arrange for transfer. Any transfer, brokerage or holding fees are the responsibility of the shareholder.
- Sell. Shareholders may sell their Danish Shares on NASDAQ prior to the effective date of the delisting.
The Company has not filed, and has not yet determined when it will file, a formal delisting request with NASDAQ. Additional information, including details regarding the practicalities of final transfers and tax treatment, will be provided after the Company submits its formal delisting request.
Although Noble has formally announced its intention to delist, the company has not yet decided when it will submit a formal delisting request to the Nasdaq Copenhagen Stock Exchange.
In June, Noble announced that it had acquired Diamond Offshore, another US offshore drilling contractor, and that the two parties had entered into a definitive merger agreement, meaning that the US will see the birth of an offshore drilling giant with 41 rigs and a total backlog of orders worth $6.5 billion. The merger is expected to close in the first quarter of 2025.
Under the agreement, Noble will acquire Diamond in a stock + cash transaction; Diamond shareholders will receive 0.2316 shares of Noble, along with cash consideration of $5.65 per Diamond share. Compared to the closing price of the stock on June 7, 2024, the final merger agreement represents a premium of 11.4%.
After completion of the merger, Diamond Offshore shareholders will own approximately 14.5% of Noble’s outstanding shares, and Noble will own and operate a fleet of 41 rigs, including 28 floating rigs and 13 jackups, with a total backlog of orders valued at approximately $6.5 billion.
