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NE > SEC Filings for NE > Form 8-K on 25-Oct-2013All Recent SEC Filings

Show all filings for NOBLE CORP / SWITZERLAND



Other Events, Financial Statements and Exhibits

Item 8.01 Other Events.

On October 25, 2013, Noble Corporation, a Swiss company (the "Company"), announced that it had received a private letter ruling from the U.S. Internal Revenue Service addressing certain aspects of the tax treatment of its previously announced plan for the spin-off of a newly formed subsidiary whose assets and liabilities would consist of most of the Company's standard specification drilling units and related assets, liabilities and business (the "Plan"). A copy of the Company's press release is filed as Exhibit 99.1 and is incorporated by reference herein.

Forward-Looking Statements

This Current Report and the exhibit hereto may contain "forward-looking statements" about the business, financial performance and prospects of the Company. Statements about the Company's or management's plans, intentions, expectations, beliefs, estimates, predictions, or similar expressions for the future, including those regarding the pursuit, consummation or benefits of the Plan, anticipated tax treatment of the Plan, as well as any other statements that are not historical facts, are forward-looking statements that involve certain risks, uncertainties and assumptions. No assurance can be given that the outcomes of these forward-looking statements will be realized, and actual results could differ materially from those expressed as a result of various factors. A discussion of some of these factors, including risks and uncertainties, is set forth from time to time in the Company's filings with the Securities and Exchange Commission (the "SEC").

Important Additional Information Regarding the Proposed Plan will be Filed with the SEC

In connection with the shareholder vote on actions required to effect the proposed Plan, the Company will file with the SEC and mail to its shareholders a proxy statement. INVESTORS ARE ADVISED TO READ THE PROXY STATEMENT CAREFULLY AND ANY OTHER MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED PLAN. Investors may obtain a free copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC's web site at or at the Company's website at Investors will also be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents by directing a request by mail or telephone to Investor Relations, Noble Corporation, Dorfstrasse 19A, 6340 Baar, Zug, Switzerland, telephone 41(41)761-65-55.

Participants in Solicitation

The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from its shareholders with respect to the proposed Plan. Information about these persons is set forth in the Company's proxy statement relating to its 2013 Annual General Meeting of Shareholders, as filed with the SEC on March 11, 2013, and in any documents subsequently filed by its directors and officers under the Securities Exchange Act of 1934, as amended. Investors 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 proxy statement and other relevant documents regarding the proposed Plan that will be filed with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

                NUMBER         DESCRIPTION

                 99.1     -    Press Release dated October 25, 2013.

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