Transocean Valaris Megadeal Nears Early DOJ Clearance with No Divestitures

Reports suggest the US antitrust review of Transocean’s planned $5.8 billion acquisition of Valaris could be approaching a favorable conclusion. The transaction is expected to receive early clearance from the Department of Justice without any required divestitures, according to coverage citing a September 21 report.

Seeking Alpha reported the development based on information from CTFN, a specialized M&A and merger arbitrage news service. The expectation of early clearance represents a potentially significant step for the companies, although the DOJ has not published a decision.

The latest coverage is therefore an indication of the outcome expected from the federal review, rather than an official government announcement. Transocean and Valaris still face remaining conditions before the combination can close.

The market response followed quickly. Seeking Alpha said the deal spread for the proposed all share transaction narrowed to $1.14 from $2.17 on Friday after the report circulated.

A deal spread measures the gap between the value a target company’s stock would have if a transaction closes under the stated terms and the price at which that stock currently trades. A smaller spread can reflect a narrower difference between those two values.

In this case, Valaris had been trading about $2.17 below the value implied by the transaction’s exchange ratio last Friday. Following the report about possible early DOJ clearance without divestitures, that difference contracted to approximately $1.14.

Transocean and Valaris announced their proposed combination in February 2026. Under the agreed terms, Valaris shareholders would receive 15.235 Transocean shares for each Valaris share they own.

Transocean shareholders would hold approximately 53% of the combined company on a fully diluted basis. Valaris shareholders would control the remaining 47%, also calculated on a fully diluted basis.

The merged offshore drilling company would have an enterprise value of roughly $17 billion and a fleet totaling 73 rigs. That fleet would include 33 ultra deepwater drillships, nine semisubmersibles and 31 jackup rigs.

The companies also expect the combined business to have a backlog of approximately $10 billion. They have identified more than $200 million in expected cost synergies associated with the transaction.

Closing has been targeted for the second half of 2026, subject to regulatory and shareholder approvals. Several regulatory stages have already been completed as the companies move through reviews in multiple jurisdictions.

The Committee on Foreign Investment in the United States approved the transaction on June 29, 2026. CFIUS is an interagency US government committee that reviews certain transactions in which a foreign entity would acquire control of, or a significant interest in, a US business.

CFIUS became involved because Transocean is a Swiss company seeking to acquire Valaris, which has substantial US operations. Australia’s Australian Competition and Consumer Commission has also approved the proposed transaction.

The companies filed notifications under the Hart-Scott-Rodino process in March 2026. The DOJ issued a second request for information in May, extending the federal review and requiring additional material from the parties.

Both companies subsequently certified that they had complied with the request. Transocean completed its certification in late August, according to earlier reporting from CTFN, while the parties had previously entered a timing agreement with the DOJ.

Brazil now represents the other major regulatory focus identified in the latest coverage. The country’s antitrust authority, CADE, opened a formal review of the transaction on August 7.

CADE’s decision has been described as the last regulatory approval required for the combination to close. Meanwhile, the companies continue to target completion during the second half of 2026, provided the remaining conditions are satisfied.