Item 8.01 Other Events.
On March 17, 2009, Noble Corporation (the "Company") issued a press release
announcing that it received the necessary shareholder approval to complete 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"). A copy of
the press release is filed as Exhibit 99.1 to this Current Report and is
incorporated by reference herein.
Forward-Looking Statements
The statements made herein and in the press release incorporated by reference
herein regarding the consummation of the Transaction, the timing thereof,
listing on the New York Stock Exchange 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, 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, 2008
and the Company's 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
99.1 - Press Release dated March 17, 2009
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