Item 3.02. Unregistered Sales of Equity Securities.
Between October 27, 2007 and November 9, 2007, we issued 1,223 ordinary shares
upon conversion of $150,000 aggregate principal amount of our Zero Coupon
Convertible Debentures and 4,613,094 ordinary shares upon conversion of
$332,774,000 aggregate principal amount of our 1.5% Convertible Debentures. All
of these transactions were exempt from the registration requirements of the
Securities Act of 1933, as amended, by virtue of Section 4(2) as transactions
not involving any public offering and by virtue of Section 3(a)(9).
Item 8.01. Other Events.
On November 9, 2007, Transocean Inc. and GlobalSantaFe Corporation issued a
joint press release announcing that both companies received the necessary
shareholder approvals to complete the proposed merger of GlobalSantaFe with a
wholly owned subsidiary of Transocean and related transactions.
Transocean and GlobalSantaFe currently estimate that they will complete the
proposed transactions by the end of 2007. The transactions remain subject to
certain regulatory clearances, the approval of the Grand Court of the Cayman
Islands and other closing conditions.
A complete copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
The following exhibit is furnished pursuant to Item 8.01:
Exhibit Number Description
99.1 Transocean Inc. Press Release dated November 9, 2007
Forward-Looking Statements
Statements included in this Current Report on Form 8-K regarding the
consummation of the proposed transactions and other statements that are not
historical facts are forward looking statements. These statements involve risks
and uncertainties including, but not limited to, actions by regulatory
authorities or other third parties, consummation of financing, satisfaction of
closing conditions, and other factors detailed in risk factors and elsewhere in
our Annual Report on Form 10-K, our recent definitive proxy statement with
respect to our shareholders meeting and our other filings with the Securities
and Exchange Commission. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual outcomes
may vary materially from those forecasted or expected. We disclaim any intention
or obligation to update publicly or revise such statements, whether as a result
of new information, future events or otherwise.
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