No wonder Transocean and GlobalSantaFe insisted on calling their deal a “merger of equals.”
Months before agreeing on the final deal, in which the larger Transocean agreed to pay about $17.3 billion for GlobalSantaFe, GlobalSantaFe had proposed buying Transocean, according to a recent regulatory filing.
On May 7, GlobalSantaFe - with a market capitalization of less than $15 billion - offered to buy Transocean for about $32 billion, or $106 per share. That would have been about a 19 percent premium to where shares were then trading.
A few days later, Transocean said no, but as it had since talks began the previous summer, continued to tell GlobalSantaFe that it thought the companies made sense together.
The offer had come after months of GlobalSantaFe having juggled interest from two other drilling companies and two private equity firms that did not pan out.
By February of 2007, GlobalSantaFe had ruled out one offshore driller as a buyer and Transocean and GlobalSantaFe started working in earnest on their deal.
After Transocean said no, the companies then finally agreed on the unusual merger of equals structure in which they divided up power .
Transocean walked away with the majority of the new company, the CEO spot, and its name and corporate policies and headquarters intact, but GlobalSantaFe did get a reward for its switch to humble target from buyer. Shareholders in both companies are due to receive $15 billion in a dividend paid out from bank loans, the companies are to evenly split the board members and it holds the chairman and Chief Operating Officer spots.

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