Today, Diamond Offshore Drilling (OTC:DOFSQ), Inc. (NYSE:DO), a company specializing in drilling oil and gas wells, announced the approval of a merger agreement with Noble Corporation plc, as well as other related proposals during a special meeting of stockholders. The meeting was held in Houston, Texas, where the company is headquartered.
The merger agreement, initially dated June 9, 2024, involves Noble Corporation plc and its subsidiaries, Dolphin Merger Sub 1, Inc. and Dolphin Merger Sub 2, Inc., and Diamond Offshore. According to the terms, Diamond Offshore will first merge with Dolphin Merger Sub 1, Inc., with Diamond Offshore as the surviving entity. Subsequently, Diamond Offshore will merge into Dolphin Merger Sub 2, Inc., resulting in Diamond Offshore becoming an indirect wholly owned subsidiary of Noble.
The stockholders' approval was a critical step in the merger process. As of July 19, 2024, Diamond Offshore had 102,911,311 shares of common stock outstanding. Approximately 80,319,744 shares were represented at the special meeting, either in person or by proxy, satisfying the quorum requirement.
Proposal 1, concerning the adoption of the merger agreement, received the affirmative vote of the majority of the outstanding shares entitled to vote, with 80,115,016 votes in favor, 86,308 against, and 118,420 abstaining. Proposal 2, a non-binding advisory vote on the compensation for Diamond Offshore's named executive officers related to the transactions, was also approved with 79,459,816 votes for, 691,011 against, and 168,916 abstentions. Proposal 3, which was to approve the adjournment of the Special Meeting if needed to solicit additional proxies, received 77,426,600 votes for, 2,745,268 against, and 147,875 abstentions.
The approval of these proposals by the stockholders marks a significant step towards finalizing the merger. The transaction is subject to customary closing conditions and regulatory approvals.
In other recent news, Diamond Offshore's second-quarter performance met estimates and the company has secured two new contracts since their last fleet status report, according to Barclays (LON:BARC). The contracts include a two-year extension for BlackHawk and a 180-day contract for BlackRhino, both operating in the U.S. Gulf of Mexico. In addition, the acquisition of Diamond Offshore by Noble Corporation is anticipated to be finalized by the first quarter of 2025.
Further details about Diamond Offshore's planned merger with Noble Corporation have been disclosed in a recent filing with the Securities and Exchange Commission.
The merger, first announced in June 2024, involves Diamond Offshore merging with a Noble subsidiary, followed by a second merger into another Noble subsidiary. The filing includes revised analyses of the merger's financial implications and more detailed information on valuation multiples and financial metrics.
These recent developments indicate a stable outlook for Diamond Offshore's stock value in the near term, as suggested by Barclays' maintained stock price target of $22.00. The company's alignment with second-quarter estimates and the addition of new contracts likely contribute to this outlook. As the planned merger with Noble Corporation progresses, investors will be closely watching Diamond Offshore's business momentum and performance.
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