Summary of NOBLE CORP - Yahoo! Finance

Item 7.01 Regulation FD Disclosure.
On February 11, 2009, Noble Corporation (the "Company") posted to its website a revised Questions & Answers document, dated February 11, 2009 (the "Q&A"), relating to the previously announced merger, reorganization and consolidation transaction by way of schemes of arrangement under Cayman Islands law that would effectively change the place of incorporation of the parent holding company of the Noble group of companies from the Cayman Islands to Switzerland (the "Transaction"). The Q&A is posted under the Investor Relations section of the Company's website, which may be found at www.noblecorp.com. A copy of the Q&A is furnished as Exhibit 99.1 and is incorporated by reference herein. Information on the Company's website or any other website is not incorporated by reference into this report.
The information in the Q&A is being furnished, and not filed, pursuant to Item 2.02. Accordingly, the information in the Q&A will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. Item 8.01 Other Events.
On February 11, 2009, the Company issued a press release announcing that it will hold a meeting of its shareholders on March 17, 2009 at which the shareholders will be asked to approve the Transaction. A copy of the press release is filed as Exhibit 99.2 to this Current Report and is incorporated by reference herein.
Forward-Looking Statements
The statements made herein and in the documents incorporated herein by reference regarding the consummation of the Transaction, benefits, timing and effects of the Transaction, the satisfaction of closing conditions, plans related to the Company's share repurchase program, the payment of dividends, distributions in relation to a reduction in par value and the relocation of the Company's principal executive offices and other statements that are not historical facts are forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Such statements are subject to numerous risks, uncertainties and assumptions, including but not limited to, an inability to realize expected benefits from the Transaction or the occurrence of difficulties in connection with the Transaction, an inability to obtain third party consents or waivers in connection with the Transaction, any unanticipated costs in connection with the Transaction, worldwide demand for oil and gas, oil and gas prices, the level of activity in offshore oil and gas exploration, development and production, exploration success by producers, competition and market conditions in the offshore contract drilling industry, the ability to enter into and the terms of future drilling contracts, risks of international operations and compliance with foreign laws, political and other uncertainties inherent in non-U.S. operations, including exchange and currency fluctuations, the impact of governmental laws and regulations, the adequacy of sources of liquidity, changes in the tax laws, the effect of litigation and contingencies, fluctuations in the value of the Company's shares and other factors discussed in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on February 11, 2009, the Company's Form 10-K for the year ended December 31, 2007 and the Company's

Table of Contents

other filings with the SEC, which are available free of charge on the SEC's website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements. Important Additional Information Regarding the Transaction In connection with the proposed Transaction, the Company has filed materials related to the Transaction with the SEC, including a definitive proxy statement dated February 11, 2009. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER MATERIALS REGARDING THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE COMPANY. Investors and security holders may obtain, without charge, a copy of the definitive proxy statement and other relevant documents filed with the SEC from the SEC's website at www.sec.gov or at the Company's website at www.noblecorp.com. Security holders and other interested parties will also be able to obtain, without charge, copies of the definitive proxy statement and other relevant documents by directing a request by mail or telephone to Investor Relations, Noble Corporation, 13135 South Dairy Ashford, Suite 800, Sugar Land, Texas 77478, telephone number (281) 276-6100. Participants in Solicitation
The Company and its directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from its shareholders with respect to the Transaction. Information about these persons is set forth in the Company's definitive proxy statement, as filed with the SEC on February 11, 2009. Investors and security holders may obtain additional information regarding the interests of such persons, which may be different than those of the Company's shareholders generally, by reading the definitive proxy statement and other relevant documents regarding the Transaction that are filed with the SEC. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

      EXHIBIT
      NUMBER        DESCRIPTION
      99.1      -   Questions & Answers Document dated as of February 11, 2009

      99.2      -   Press Release dated February 11, 2009

Table of Contents