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March 17, 2013
20:44 EDTRIGTransocean board rejects Icahn proposal for dividend, director nominees
Transocean announced that its board has reviewed the proposals submitted by certain Funds affiliated with Carl Icahn for vote at its 2013 shareholders meeting. Mr. Icahn proposed a dividend of $4 per share and nominated three candidates (John J. Lipinski, Josť Maria Alapont and Samuel Merksamer) for election to Transocean's Board of Directors. Mr. Icahn also submitted a proposal to repeal the company's staggered board structure. The Board has determined that Mr. Icahn's dividend proposal is in direct conflict with Transocean's disciplined capital allocation strategy, which includes maintaining a strong, flexible balance sheet and an investment grade rating on its debt; disciplined, high-return investment in the business; and the distribution of excess cash to shareholders. Specifically, the Board believes the dividend proposed by Mr. Icahn would adversely affect the company's ability to operate and compete effectively in a cyclical and capital-intensive industry. Further, the election of Mr. Icahn's candidates -- who are hand-picked to pursue his potentially damaging short-term agenda -- is not in the best interest of the company and all of its stakeholders.
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