Transocean Ltd. (NYSE: RIG) (Transocean) announced that it has reached an agreement with Songa Offshore SE (Songa) whereby it will, subject to certain conditions, make a voluntary exchange offer to acquire 100% of the issued and outstanding shares of Songa, including shares issued before expiry of the offer period as a result of the exercise of warrants, convertible loans and other subscription rights. The consideration in the offer will be based upon NOK 47.50 per share of Songa, representing a 37.0% premium to Songa's five-day average closing price of NOK 34.68 per share. The consideration implies an equity value of Songa on a fully diluted basis of approximately NOK 9.1 bn (USD 1.2 bn), and an enterprise value of approximately NOK 26.4 bn (USD 3.4 bn). Under the terms of the offer, each shareholder of Songa will be offered a combination of new shares of Transocean and senior unsecured bonds exchangeable into shares of Transocean. In addition, each Songa shareholder may elect to receive a portion of their consideration in cash up to NOK 125,000 per Songa shareholder.

Homburger advised Transocean on Swiss corporate law matters. The Homburger team was led by partner David Oser (Corporate | M&A) and included partner Dieter Grünblatt (Tax), and associates Rafael Zemp and Marie Jenny (both Corporate | M&A).