In connection with the business combination between The Drilling Company of 1972 A/S (“Maersk Drilling”) and Noble Corporation (“Noble”, and together with Maersk Drilling, the “Parties”) announced on 10 November 2021 (link) (the “Business Combination”), Noble has made a filing on Form 8-K (link) providing an update on the ongoing merger control process for obtaining clearance in the UK for the Business Combination.
The process remains ongoing following the UK Competition and Markets Authority’s (“UK CMA”) Phase 1 decision on 22 April 2022 pursuant to which the UK CMA stated that the transaction gives rise to a realistic prospect of a substantial lessening of competition and that a remedy to address such effect would be required to avoid a reference to a Phase 2 review. As a result, Noble and possibly Maersk Drilling plan to offer to divest certain jackup rigs currently located in the North Sea (the “Remedy Rigs”) to seek to obtain conditional antitrust clearance from the UK CMA in Phase 1 of the merger control process. The Remedy Rigs will comprise the Noble Hans Deul, Noble Sam Hartley, Noble Sam Turner, Noble Houston Colbert, and either the Maersk Innovator or the Noble Lloyd Noble, both of which are a CJ-70 design. The Parties expect there to be clarity on which of the CJ-70 rigs will be included in the Remedy Rigs in the coming weeks. On this basis, the Parties are examining different options to divest the Remedy Rigs. The duration and outcome of the UK CMA review process remains uncertain. If the Parties are able to obtain a conditional Phase 1 antitrust clearance from the UK CMA, the closing of the business combination is expected to occur in mid-2022.