US DOJ closes antitrust review of Valaris and Transocean merger

Valaris Limited and Transocean Ltd. have been informed by the Antitrust Division of the U.S. Department of Justice that its probe under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, is complete. The mandatory waiting period under the HSR Act has now lapsed, clearing a major regulatory obstacle for the pending business combination.

The two firms signed a Business Combination Agreement on February 9, 2026. The deal stipulates that Transocean will purchase all issued and outstanding Valaris common shares, offering 15.235 Transocean shares for each Valaris share. Valaris, a Bermuda-incorporated company, and Transocean, a Swiss entity, disclosed this progress via a Form 8-K filed with the U.S. Securities and Exchange Commission on September 30, 2026.

Management currently expects the transaction to close in the fourth quarter of 2026, provided that all remaining conditions in the agreement are met or waived. The filing was submitted to satisfy obligations regarding soliciting material under Rule 14a-12 of the Exchange Act.

The document contains a cautionary note on forward-looking statements. The companies warn that projections regarding the deal's timing and financial outcomes are subject to inherent risks and uncertainties. Actual results may diverge significantly from current expectations due to factors outside their control, including potential litigation and operational disruptions during the pendency of the merger.

Other cited risks include challenges in retaining key personnel and customers, management distraction from daily operations, and shifting legislative or regulatory landscapes. The firms also flag uncertainties around realizing anticipated synergies, deleveraging on schedule, and integrating Valaris operations without unexpected costs or delays. Investors are advised against placing undue reliance on these forward-looking projections.