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Get filing alertsValaris clears CFIUS for Transocean merger; DOJ review extends timeline to fall 2026
Filed July 1, 2026 · Period ending June 29, 2026 · ~1 min read
Key Changes
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high
CFIUS approved the Transocean acquisition on June 29, 2026, satisfying a key closing condition for the 15.235-share exchange ratio merger.
Item 8.01 verify on EDGAR → -
high
DOJ issued Second Request on May 4; companies committed not to certify compliance before July 31, with 60-day wait after certification pushing earliest close to late September.
Item 8.01 verify on EDGAR → -
medium
Companies still expect second-half 2026 close, pending final DOJ clearance, shareholder approvals, and other customary conditions.
Item 8.01 verify on EDGAR →
Summary
Valaris and Transocean cleared a major regulatory hurdle on June 29, 2026, when the Committee on Foreign Investment in the United States approved their pending merger. Under the agreement, Valaris shareholders will receive 15.235 Transocean shares for each Valaris share. The CFIUS approval removes one of the key closing conditions, but the transaction still faces an extended Department of Justice antitrust review.
The DOJ issued a Second Request on May 4, 2026, requiring additional information and documentary materials. The companies committed not to certify substantial compliance before July 31, 2026, and must then wait 60 days after certification unless the DOJ terminates the waiting period early. This timeline pushes the earliest possible close date into late September or October 2026.
Despite the extended review, both companies continue to expect completion in the second half of 2026, subject to final DOJ clearance, shareholder approvals from both companies, and other customary closing conditions. Valaris shareholders should monitor for DOJ developments and the timing of shareholder votes.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Valaris received CFIUS approval for its pending acquisition by Transocean; DOJ antitrust review continues with extended timeline.
Added in current filing · verify on EDGAR →
On June 29, 2026, Valaris and Transocean received written notice from CFIUS that constitutes CFIUS Approval (as defined in the Agreement). Accordingly, the condition to the Business Combination relating to the obtainment of CFIUS Approval has been satisfied.
Valaris and Transocean cleared a major regulatory hurdle for their merger: the Committee on Foreign Investment in the United States approved the transaction on June 29, 2026. This satisfies one of the key closing conditions for Transocean's acquisition of Valaris at an exchange ratio of 15.235 Transocean shares per Valaris share.
Added in current filing · verify on EDGAR →
On May 4, 2026, Valaris and Transocean each received a Request for Additional Information and Documentary Materials (the “Second Request”) from the DOJ in connection with the DOJ’s review of the transactions contemplated by the Agreement. In connection with the Second Request, Valaris and Transocean have committed to the DOJ not to certify substantial compliance with the Second Request before July 31, 2026, and unless the waiting period is terminated earlier by the DOJ, not to close the transaction until 60 days after both Valaris and Transocean certify substantial compliance.
The Department of Justice issued a Second Request on May 4, 2026, extending its antitrust review of the merger. The companies committed not to certify compliance before July 31, 2026, and must wait 60 days after certification before closing unless the DOJ terminates the waiting period early. This pushes the earliest possible close date into late September or October 2026, assuming no further delays.
Added in current filing · verify on EDGAR →
Valaris and Transocean continue to expect to complete the Business Combination in the second half of 2026, subject to receipt of remaining regulatory approvals, the approval by the shareholders of each company, and other customary closing conditions.
Despite the extended DOJ review, Valaris and Transocean still expect to close the merger in the second half of 2026. Remaining conditions include final DOJ clearance, shareholder approvals from both companies, and other standard closing requirements.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 6, 2026 · How we verify