UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): October 11, 2013
NOBLE CORPORATION
(Exact name of Registrant as specified in its charter)
| Switzerland | 000-53604 | 98-0619597 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission file number) |
(I.R.S. employer identification number) |
| Dorfstrasse 19A Baar, Switzerland |
6340 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: 41 (41) 761-65-55
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
An extraordinary general meeting of the shareholders of Noble Corporation, a Swiss corporation (“Noble Swiss”) was held on October 11, 2013. The meeting was held for shareholders to consider a proposal to approve a merger agreement (the “Merger Agreement”), pursuant to which the Noble group of companies would effect a change in the place of incorporation of its publicly traded parent company from Switzerland to the United Kingdom.
At the meeting, the Merger Agreement proposal was approved by the requisite vote of the shareholders of Noble Swiss. Set forth below is the number of votes cast for and against the Merger Agreement proposal, as well as the number of abstentions.
Proposal: Adoption of the Merger Agreement
| For |
Against |
Abstain | ||
| 192,095,844 |
1,525,876 |
354,550 |
The closing of the merger contemplated by the Merger Agreement remains subject to the conditions set forth in the Merger Agreement, including the approval by Noble Swiss shareholders of the Merger Agreement, which are described in the definitive proxy statement/prospectus dated September 5, 2013, filed by Noble-Swiss and Noble Corporation Limited (“Noble UK”). Noble expects the merger to be effective by the end of October.
| Item 8.01 | Other Events. |
A copy of the press release issued by Noble Swiss announcing the approval of the Merger Agreement is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Forward-Looking Statements
This Current Report and the exhibit hereto may contain “forward-looking statements” about the business, financial performance and prospects of Noble Swiss. Statements about Noble or management’s plans, intentions, expectations, beliefs, estimates, predictions, or similar expressions for the future, including those regarding the timing of the effectiveness of the merger, are forward-looking statements that involve risks, uncertainties and assumptions. No assurance can be given that the outcomes of these forward-looking statements will be realized, and actual results could differ materially from those expressed as a result of various factors. A discussion of some of these factors, including risks and uncertainties, is set forth from time to time in filings made by Noble Swiss with the Securities and Exchange Commission (the “SEC”).
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| EXHIBIT |
DESCRIPTION | |
| 99.1 | Press Release dated October 11, 2013. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 11, 2013
| NOBLE CORPORATION | ||
| By: | /s/ James A. MacLennan | |
| James A. MacLennan Senior Vice President and Chief Financial Officer | ||
INDEX TO EXHIBITS
| EXHIBIT |
DESCRIPTION | |
| 99.1 | Press Release dated October 11, 2013. | |
Exhibit 99.1
Noble Corporation Announces Results Of Shareholder Vote
ZUG, Switzerland, Oct. 11, 2013 /PRNewswire/ – Noble Corporation (NYSE: NE) today announced the results of the extraordinary general meeting of shareholders of Noble Corporation held on October 11, 2013, in Zug, Switzerland. At the meeting, shareholders approved the proposed change in place of incorporation of the publicly traded parent company of the Noble group of companies from Switzerland to the United Kingdom.
Subject to the completion of certain closing requirements, Noble expects the change in place of incorporation to be effective by the end of October. Upon completion of the transaction, the Noble parent company will continue to be subject to U.S. Securities and Exchange Commission (SEC) reporting requirements, and its ordinary shares will continue to be listed exclusively on the New York Stock Exchange under the symbol “NE”, the Company’s current trading symbol.
For a complete description of the above matters, please refer to the Company’s definitive proxy statement/prospectus regarding the change in place of incorporation filed with the Securities and Exchange Commission on September 5, 2013.
About Noble Corporation
Noble is a leading offshore drilling contractor for the oil and gas industry. Noble performs, through its subsidiaries, contract drilling services with a fleet of 79 offshore drilling units (including five ultra-deepwater drillships and six high-specification jackup drilling rigs currently under construction), located worldwide, including in the U.S. Gulf of Mexico and Alaska, Mexico, Brazil, the North Sea, the Mediterranean, West Africa, the Middle East, India and Australia. Noble’s shares are traded on the New York Stock Exchange under the symbol “NE.” Additional information on Noble Corporation is available on the Company’s Web site at http://www.noblecorp.com.
This news release may contain “forward-looking statements” about the business, financial performance and prospects of the Company. Statements about the Company’s or management’s plans, intentions, expectations, beliefs, estimates, predictions, or similar expressions for the future, including any statements regarding the timing of the effectiveness of the change in place of incorporation, the satisfaction of any closing requirements and the anticipated stock exchange listing and regulatory effects, are forward-looking statements that involve certain risks, uncertainties and assumptions. No assurance can be given that the outcomes of these forward-looking statements will be realized, and actual results could differ materially from those expressed as a result of various factors. A discussion of these factors, including risks and uncertainties, is set forth from time to time in the Company’s filings with the U.S. Securities and Exchange Commission.
CONTACT: Investors, Jeffrey L. Chastain, Vice President – Investor Relations and Corporate Communications, Noble Drilling Services Inc., 281-276-6383, or Media, John S. Breed, Director of Investor Relations and Corporate Communications, Noble Drilling Services Inc., 281- 276-6729