Dubai, May 29, 2026 (GLOBE NEWSWIRE) -- Vantage Drilling International Ltd.
("Vantage Drilling" or the "Company") announces that it has entered into an
Agreement and Plan of Merger (the "Merger Agreement") dated 29 May 2026 with
Eldorado Drilling AS ("Parent" or "Eldorado"), a Norwegian private limited
company, and Eldorado Drilling Merger Sub Limited, a Bermuda exempted company
limited by shares and a wholly owned subsidiary of Parent ("Merger Sub"),
pursuant to which Parent will acquire the Company by way of a merger of Merger
Sub with and into the Company, with the Company surviving as a wholly owned
subsidiary of Parent (the "Merger").
Transaction Highlights
? Vantage shareholders to receive US$19.00 per share in cash, representing an
equity value of approximately US$257.6 million.
? Transaction unanimously approved and recommended to Vantage Drilling's
shareholders by Vantage Drilling's board of directors.
? $125 million of equity committed by Eldorado's principal shareholder to fund
the transaction, including $64,500,000 in cash equity and $60,500,000 in
shareholder note conversion.
? Shareholder meeting to approve the Merger expected to be held on 18 June 2026.
At the effective time of the Merger, each ordinary share of the Company, par
value US$0.001 per share, that is issued and outstanding immediately prior to
the effective time, other than any shares owned by the Company, Parent or their
respective subsidiaries or shares with respect to which dissenters' rights have
been validly perfected, will be cancelled and converted into the right to
receive US$19.00 in cash, payable in NOK to holders in VPS and USD to holders in
DTC, in accordance with the terms of the Merger Agreement and without interest.
Based on the 13,559,071 shares of the Company issued and outstanding as of the
date hereof, the merger consideration implies an equity value of approximately
US$257.6 million before taking into account Company RSUs.
The board of directors of the Company has unanimously approved the Merger
Agreement and the other transaction documents, determined that their terms are
fair to and in the best interests of the Company and its shareholders, and
unanimously resolved to recommend that the shareholders of the Company adopt and
vote in favour of the transaction resolutions to be considered at the Company's
shareholders meeting. In connection with its determination, the board of
directors of the Company has received a fairness opinion from Clarksons
Securities AS, as financial adviser to the Company, stating that, as of the date
of the opinion and subject to the assumptions, limitations and qualifications
set out therein, the per share merger consideration is fair from a financial
point of view to the Company shareholders.
The Merger will be implemented as a statutory merger under Bermuda law, with
Vantage Drilling as the surviving company and as a wholly owned subsidiary of
Parent following completion. The name of the surviving company will remain
Vantage Drilling International Ltd.
Completion of the Merger is subject to customary closing conditions as set out
in the Merger Agreement, including receipt of the required shareholder approval
and the absence of any applicable law issued by a governmental authority in a
key jurisdiction that makes the Merger illegal or otherwise prevents or
prohibits its consummation. The obligations of Parent and Merger Sub to complete
the Merger are also subject to additional conditions under the Merger Agreement,
including compliance by the Company with its covenants, the accuracy of the
Company's representations and warranties, dissenting shares not exceeding 10% of
the issued and outstanding Company shares, indebtedness not exceeding US$0 and
cash and cash equivalents being not less than the applicable cash floor, and
receipt of certain consents and other documentary deliverables. The obligations
of the Company to complete the Merger are subject to additional conditions under
the Merger Agreement, including compliance by Parent and Merger Sub with their
covenants and the accuracy of Parent's representations and warranties. The
Company shareholders meeting to approve the Merger is expected to be held on 18
June 2026. Subject to satisfaction of the closing conditions set out in the
Merger Agreement (including receipt of the required shareholder approval), the
Company expects the Merger to be completed at the beginning of the third quarter
of 2026.
The merger consideration for eligible securities held through Euronext
Securities Oslo will be paid in NOK based on the USD/NOK exchange rate quoted by
Norges Bank as its official noon fixing rate two business days immediately
preceding the closing date. Following completion of the Merger, the Company will
apply for its shares to be delisted from Euronext Growth Oslo as promptly as
practicable.
The principal shareholder of Eldorado has committed to provide $125 million of
equity funding support for the transaction, consisting of a $64,500,000 equity
commitment to be funded with cash and $60,500,000 through the conversion of an
existing shareholder note into equity of Eldorado, which is intended to free up
proceeds of Eldorado's anticipated debt financing that will be used to
consummate the Merger. The principal shareholder of Eldorado is also the
guarantor under the Merger Agreement.
The Merger Agreement was negotiated and entered into following a comprehensive
process conducted by the board of directors of the Company with the assistance
of its financial and legal advisors.
"We are excited to join forces with Eldorado," said Ihab Toma, Chief Executive
Officer of Vantage Drilling. "Our teams share a commitment to safety,
operational excellence, and customer success. This transaction strengthens our
ability to invest in our people and assets, pursue high?quality opportunities
across regions, and maintain the standards our customers expect."
"Today's announcement marks an important step in building a scaled, resilient
offshore drilling platform," said Bernie Wolford, Chairman of Eldorado. "By
combining Vantage Drilling's global operating capabilities and long?term
customer relationships with Eldorado's investment program, we believe we can
deliver enhanced solutions for customers, accelerate growth opportunities, and
create lasting value."
Further information regarding the Merger will be released by the Company on the
Euronext Oslo information platform and distributed to the Company shareholders
in accordance with the Merger Agreement in connection with the notice of the
shareholders meeting of the Company to approve the Merger. Shareholders are
encouraged to read such information and all related materials carefully when
they become available, as they will contain important information regarding the
Merger and the Merger Agreement.
Clarksons Securities AS is acting as financial advisor to the Company. Milbank
LLP, Advokatfirmaet Thommessen AS and Conyers Dill & Pearman Limited are acting
as legal counsels to the Company. Fearnley Securities AS is acting as financial
advisor to Eldorado Drilling AS, and Baker Botts L.L.P., Wikborg Rein
Advokatfirma AS and Appleby (Bermuda) Limited and Appleby (Cayman) Ltd. are
acting as legal counsel to Eldorado Drilling AS.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 of the Norwegian Securities Trading Act. This announcement was
published by Alaric Harrell on behalf of Vantage Drilling International Ltd. on
29 May 2026 at 9:45 p.m. CEST.
About Vantage Drilling
Vantage, a Bermuda exempted company, is an offshore drilling contractor.
Vantage's primary business is to contract drilling units, related equipment and
work crews primarily on a dayrate basis to drill oil and natural gas wells
globally for major, national and independent oil and gas companies. Vantage also
markets, operates and provides management services in respect of third party-
owned drilling units. For more information about the Company, please refer to
the Company's website, www.vantagedrilling.com
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Important information
This announcement is for information purposes only and does not constitute an
offer to sell, or a solicitation of an offer to buy, any securities. This
announcement is not intended as investment advice and should not be relied upon
in substitution for the exercise of independent judgement. The distribution of
this announcement may be restricted by law in certain jurisdictions, and persons
into whose possession this announcement comes are required to inform themselves
about and observe any such restrictions.
This announcement contains forward-looking statements, including statements
regarding the Merger, the expected timing and completion of the Merger, the
expected shareholder approval process, expected settlement procedures, expected
delisting and other statements that are not historical facts. Forward-looking
statements are based on assumptions and are subject to risks, uncertainties and
contingencies, including the risk that the Merger may not be completed within
the expected timeframe or at all, the risk that required approvals or conditions
may not be obtained or satisfied, and other risks affecting Vantage Drilling and
the offshore drilling industry. Vantage Drilling does not undertake any
obligation to update or revise any forward-looking statements, except as
required by applicable law.