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): December 15, 2005 (December 12,
2005)
NOBLE CORPORATION
(Exact name of Registrant as specified in its charter)
| |
|
|
|
|
| Cayman Islands
|
|
0-13857
|
|
98-0366361 |
(State or other jurisdiction of
incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.) |
| |
|
|
| 13135 South Dairy Ashford, Suite 800 |
|
|
| Sugar Land, Texas
|
|
77478 |
| (Address of principal executive offices)
|
|
(Zip code) |
Registrant’s telephone number, including area code: (281) 276-6100
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-2(c))
Item 1.01. Entry into Material Definitive Agreement.
On December 12, 2005, Noble Corporation (the Company”) agreed to acquire, directly and
indirectly, 21,095,600 Class A shares and 2,501,374 Class B shares of Smedvig ASA (“Smedvig”). The
purchase price for the Class A shares is NOK 200.00 per share and for the Class B shares is NOK
150.00 per share, totaling NOK 4,594,326,100 (or approximately US$695 million). Smedvig,
headquartered in Stavanger, Norway, is a provider of harsh environment drilling rigs, self-erecting
tender rigs and engineering services. The Class A Shares and Class B Shares of Smedvig are listed
for trading on the Oslo Stock Exchange, and American Depository Shares representing Class A shares
and Class B shares of Smedvig are traded on the New York Stock Exchange.
The acquisition is scheduled to close on December 23, 2005, subject to any required regulatory
approvals. Following the acquisition, the Company will hold, directly and indirectly, 21,095,600
of the voting Class A shares and 2,501,374 Class B shares (which are generally non-voting) of
Smedvig, or approximately 39.24% of the Class A shares and approximately 28.87% of the total issued
and outstanding shares in Smedvig. The Company does not hold other rights to shares in Smedvig.
The Company expects to pay the purchase price with available cash, funds available under the
Company’s existing bank credit agreement, and/or funds generated from the public or private
issuance of debt securities.
The Share Purchase Agreement relating to the Company’s acquisition of shares in Smedvig is
filed herewith as Exhibit 10.1.
Item 7.01. Regulation FD Disclosure
On December 13, 2005, the Company issued a press release announcing the agreement to purchase
shares of Smedvig. The press release is furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
| |
|
|
Exhibit 10.1
|
|
Share Purchase Agreement between Noble Corporation and Nora Smedvig, Peter T. Smedvig,
Hjordis Smedvig, HKS AS, AS Veni, Petrus AS and Peder Smedvig Capital AS, dated
December 12, 2005. |
| |
Exhibit 99.1
|
|
Noble Corporation Press Release of
December 13, 2005, Announcing Agreement to Purchase Shares of Smedvig ASA. |