HOUSTON, Aug. 21 /PRNewswire/ -- R&B Falcon Corporation (NYSE: FLC) ("R&B
Falcon") and Cliffs Drilling Company (NYSE: CDG) ("Cliffs Drilling") announced
today the signing of a definitive merger agreement for the merger of the two
companies.
Under the terms of the definitive agreement, which has been approved by
the Boards of Directors of both companies, each share of common stock of
Cliffs Drilling will be exchanged for 1.7 shares of newly issued common stock
of R&B Falcon. The exchange of shares for both companies is expected to be
tax-free, and transaction will be accounted for as a purchase.
The merger will result in an expanded shallow water presence for R&B
Falcon with the addition of sixteen Cliffs Drilling jackups, ten of which
operate in the U.S. Gulf of Mexico. Cliffs Drilling's international jackup
rigs are working in Trinidad, Venezuela, Mexico and Qatar. R&B Falcon already
operates the industry's largest fleet of transition zone rigs, and this merger
will make R&B Falcon the world's largest operator of jackup drilling rigs with
forty-two units in service. Additionally, the merger will add three self-
contained platform rigs working in Trinidad and Brazil, eleven land rigs in
Venezuela, and four mobile offshore production units (MOPU's) working in the
U.S. Gulf of Mexico, Qatar and Nigeria.
In addition to its continuing expansion in shallow water, R&B Falcon
remains focused on developing the industry's leading market position in ultra
deep water. Including units under construction, R&B Falcon has a fleet of
15 semisubmersibles and drillships capable of operating in excess of
3000' water depths.
Douglas E. Swanson, Chairman of the Board and CEO of Cliffs Drilling, will
become the head of a third business unit of the Company, focusing on expanding
business opportunities in Venezuela and the international shallow water
markets for both current Cliffs Drilling and R&B Falcon jackups and inland
barges. In this regard, the Cliffs Drilling well engineering and management
services group is expected to play a major role by expanding market
opportunities via turnkey and integrated services drilling contracts.
Mr. Swanson will also become a member of the Board of Directors of R&B Falcon
Corporation, bringing the number of directors to eleven.
Steven A. Webster, R&B Falcon's President & CEO, commented, "Cliffs
Drilling's position in attractive markets and its quality rig fleet provide an
excellent business fit with R&B Falcon. In particular, consolidation of our
shallow water jackup fleets and Venezuelan operations provides opportunities
for operational efficiency and business expansion. With its international
experience and ability to provide turnkey and integrated services, Cliffs
Drilling will further R&B Falcon's strategy of exploiting growth potential
through our large equipment base in emerging international shallow water and
transition zone markets. This transaction will better position us to compete
in a changing worldwide market environment."
Mr. Swanson stated, "The R&B Falcon merger provides an excellent
opportunity for Cliffs Drilling to expand and diversify its operations by
optimizing utilization of R&B Falcon and Cliffs Drilling equipment. We
believe the combination will provide for further growth opportunities in the
international offshore area, turnkey drilling and engineering services."
R&B Falcon Corporation operates the world's largest fleet of 115 marine-
based drilling rigs for the international oil and gas industry consisting of
twelve drillships (including seven under construction), eleven semisubmersible
rigs (including two under construction), 26 jackups, three submersible rigs,
two tender rigs, 60 barge drilling and workover rigs and a floating production
vessel. R&B Falcon actively markets 101 of these units in the offshore and
inland waters worldwide. R&B Falcon also operates a leading offshore and
inland marine towing and service business.
Cliffs Drilling Company is an international offshore contract drilling
company which provides daywork and turnkey drilling services, mobile offshore
production units and well engineering and management services.
SOURCE R&B Falcon Corporation
 back to top
Related links:
http://www.rbfalcon.com
Company News On-Call: http://www.prnewswire.com or
fax, 800-758-5804, ext. 118988
CONTACT:
Charles R. Ofner of R&B Falcon Corporation,
281-496-5000; or Edward A. Guthrie of Cliffs Drilling Company,
713-651-9426
|
