Valaris Ltd 8-KCurrent Reports (8-K / ad hoc)

Financial Statements

Item 8.01 Other Events. As previously announced, on February 9, 2026, Valaris Limited , an exempted company limited by shares incorporated under the laws of Bermuda (“ Valaris ”), and Transocean Ltd., a Swiss corporation (“ Transocean ”), entered into a Business Combination Agreement (the “ Agreement ”). The Agreement provides that, among other things and upon the terms and subject to the conditions thereof, Transocean will acquire all of the issued and outstanding common shares of Valaris (the “ Valaris Shares ”) in exchange for 15.235 shares of Transocean per Valaris Share (the “ Business Combination ”). On October 13, 2026, the Brazilian competition authorities (“ CADE ”) issued a decision determining that the Business Combination may be put into effect without restrictions. Valaris and Transocean expect this decision to be published in Brazil’s Official Journal on October 15, 2026 or October 16, 2026, which will trigger the start of a fifteen-day waiting period before the decision becomes final. Once CADE’s decision becomes final, all regulatory approval conditions to the closing of the Business Combination will be satisfied. Valaris and Transocean currently anticipate that the closing of the Business Combination will occur in the fourth quarter of 2026, subject to the satisfaction or waiver of the remaining conditions to closing set forth in the Agreement. Cautionary Statement Regarding Forward-Looking Statements This communication includes certain “forward-looking statements” within the meaning of the federal securities laws, including, but not limited to, those statements related to the proposed transaction, including financial estimates and statements as to the expected timing, completion and effects of the proposed transaction. These forward-looking statements are generally identified by the words “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “project,” “might,” “could,” “expect,” “estimate,” “intend,” “strategy,” “plan,” “predict,” “potential,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, although not all forward-looking statements contain these identifying words. Any statements about Transocean’s, Valaris’ or the combined company’s plans, objectives, expectations, strategies, beliefs or future performance or events constitute forward-looking statements. These fo