Market Performance - The U.S. markets closed with the Nasdaq gaining 0.90%, the Russell 2000 up 0.70%, and the S&P 500 increasing by 0.47%, while the Dow only added 0.04% [2] - Midday updates showed the Nasdaq at +1.22%, Russell 2000 at +0.97%, and S&P 500 at +0.66%, with the Dow slightly down at -0.06% [3] - Technology (+1.69%), communication (+1.07%), and materials (+0.76%) sectors showed significant gains, while staples (-0.87%), health care (-0.83%), financials (-0.14%), and utilities (-0.08%) declined [3] Top Movers - Valaris Ltd surged by 28.8% following the announcement of its acquisition by Transocean in a $5.8 billion deal [4] - TeraWulf saw a 16.2% increase after Morgan Stanley initiated coverage with an Overweight rating and a $37 price target [4] - Applovin Corp rose by 14.6% after a retraction of a short-seller report linking it to "transnational crime syndicates" [5] Decliners - Kyndryl Holdings experienced a significant drop of 55.2% after the announcement of its CFO's departure amid an accounting review [7] - Hims & Hers Health fell by 24% after being required to pull its GLP-1 products from the market, which constituted nearly all of its growth over the past year [7] - Monday.Com declined by 22% following a miss on earnings [7]

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Core Viewpoint - Ademi LLP is investigating Valaris for potential breaches of fiduciary duty and legal violations related to its transaction with Transocean [1] Group 1: Transaction Details - Valaris stockholders will receive 15.235 shares of Transocean stock for each Valaris share [2] - Upon completion of the transaction, Transocean shareholders will own approximately 53% of the combined company, while Valaris shareholders will hold 47% [2] - Valaris insiders are set to receive substantial benefits as part of change of control arrangements [2] Group 2: Investigation Focus - The transaction agreement imposes significant penalties on Valaris for accepting competing bids, which may limit competing transactions [3] - The investigation is centered on the conduct of the Valaris board of directors and their fulfillment of fiduciary duties to all shareholders [3]

Transocean to acquire Valaris in $5.8B all-stock deal Proactive uses images sourced from Shutterstock Transocean (NYSE:RIG) and Valaris (NYSE:VAL) announced on Monday that they have entered a definitive agreement to combine the two offshore drilling companies, with Transocean acquiring Valaris in an all-stock transaction valued at approximately $5.8 billion. Under the agreement, Transocean shareholders are expected to hold about 53% of the combined company on a fully diluted basis, while Valaris sharehol ...

Core Viewpoint - Transocean Ltd. has agreed to acquire Valaris Limited in an all-stock transaction valued at approximately $5.8 billion, creating a combined entity with a significant presence in the offshore drilling industry [1][2] Group 1: Transaction Details - Valaris shareholders will receive 15.235 shares of Transocean for each Valaris share, resulting in Transocean shareholders owning about 53% of the combined company and Valaris shareholders holding 47% [2] - The merger is expected to close in the second half of 2026, pending regulatory and shareholder approvals [2] Group 2: Fleet and Market Position - The merger will create the world's highest-quality offshore drilling fleet, consisting of 73 rigs across major offshore segments, including 33 ultra-deepwater drillships, nine semisubmersibles, and 31 modern jackups [3] - The combined fleet will enhance customer access in key offshore basins, including the U.S. Gulf of Mexico, Brazil, West Africa, the Middle East, and the North Sea, amid a resurgence in offshore investment [4] Group 3: Financial Impact - The combined backlog is estimated at approximately $10 billion, which will strengthen cash flow visibility as operators focus on long-cycle offshore projects [4] - Transocean anticipates unlocking over $200 million in cost synergies from the merger, in addition to an existing cost-reduction program targeting over $250 million in cumulative savings through 2026 [5] - The deal is expected to increase cash flow, accelerate deleveraging, and enhance financial flexibility, aiming for a leverage ratio of around 1.5x within two years of closing [5] Group 4: Management Structure - The combined company will be led by Transocean President and CEO Keelan Adamson, with current Transocean CEO Jeremy Thigpen serving as Executive Chairman of the Board [7] - The board will consist of nine Transocean directors and two Valaris directors, with Transocean remaining incorporated in Switzerland and its primary administrative office located in Houston [7]

Summary of Transocean and Valaris Conference Call Industry and Companies Involved - **Industry**: Offshore drilling - **Companies**: Transocean (NYSE: RIG) and Valaris (NYSE: VAL) Core Points and Arguments 1. **Transaction Announcement**: Transocean and Valaris announced a merger, which is expected to create significant value for shareholders and customers, enhancing their strategic priorities [2][4] 2. **Deal Rationale**: The combination is seen as timely, coinciding with the beginning of a multi-year upcycle in offshore drilling, allowing for a stronger competitive position [4][5] 3. **Fleet Complementarity**: Valaris' quality rig portfolio is expected to complement Transocean's fleet, providing customers with a broader range of high-specification drillships and semi-submersibles [4][5] 4. **Cost Synergies**: The merger is projected to generate over $200 million in annual cost synergies, which will enhance profitability and support ongoing cost reduction efforts [6][13] 5. **Financial Metrics**: The combined company will have a pro forma backlog exceeding $10 billion, with expectations of a leverage ratio dropping to about 1.5 times within 24 months post-transaction [9][14] 6. **Market Outlook**: Global oil demand is anticipated to rise, with a forecasted 150% increase in deep-water project sanctioning by the end of 2027, positioning the combined fleet to meet this demand [9][10] 7. **Operational Performance**: Transocean reported an uptime performance of nearly 98% and zero operational integrity events in the previous year, emphasizing their commitment to safety and reliability [7] 8. **Strategic Priorities**: The merger aligns with Transocean's strategic priorities, focusing on optimizing asset value, generating cash flow, and improving capital structure [6][14] Additional Important Content 1. **Cultural Alignment**: Both companies share a culture focused on safety and customer service, which is expected to enhance operational efficiency post-merger [11][12] 2. **Regulatory Confidence**: The management expressed confidence in navigating the regulatory environment, indicating no anticipated challenges in completing the transaction [20][21] 3. **Future Cash Flow**: The transaction is expected to be accretive to free cash flow and earnings per share, with a focus on deleveraging and potential shareholder returns once financial targets are met [13][26] 4. **Asset Management**: There is ongoing evaluation of the fleet composition to ensure alignment with market demand, with no immediate plans to divest non-core assets [37][54] This summary encapsulates the key points discussed during the conference call regarding the merger between Transocean and Valaris, highlighting the strategic, financial, and operational implications of the transaction.

Group 1 - The sale of Valaris Limited to Transocean Ltd. involves an exchange of 15.235 shares of Transocean stock for each common share of Valaris [1] - The investigation by Halper Sadeh LLC focuses on whether Valaris and its board violated federal securities laws and fiduciary duties by not obtaining the best price, failing to conduct a fair sales process, and not disclosing all material information [2] - Halper Sadeh LLC may seek increased consideration, additional disclosures, or other relief for Valaris shareholders [3]

Market Overview - U.S. stock futures indicate a mixed to slightly lower open as investors digest a volatile end to the previous week and anticipate crucial economic data releases [1] - Major U.S. index futures show slight downward pressure, with Nasdaq 100 futures down approximately 0.5%, S&P 500 futures down around 0.3%, and Dow Jones Industrial Average futures indicating a 0.1% decline [2] - The broader market sentiment is influenced by a rotation out of technology and software stocks into more cyclical and "old economy" sectors due to concerns over AI disruption [3] Upcoming Economic Data - The delayed January jobs report is expected to show a gain of approximately 55,000 jobs, while the January Consumer Price Index (CPI) report will provide crucial information regarding inflation trends [4] Corporate Earnings Reports - Major companies set to release earnings reports include Coca-Cola, Datadog, Ford Motor, Robinhood, Lyft, McDonald's, CVS Health, Shopify, Coinbase, Rivian, and Pinterest [5] Individual Stock Movements - Eli Lilly shares surged over 2% following the announcement of a definitive agreement to acquire Orna Therapeutics for up to $2.4 billion [6] - Kroger stock advanced around 5% after reports of naming former Walmart executive Greg Foran as its new CEO [6] - Novo Nordisk shares rose over 7% after Hims & Hers Health announced it would stop offering a copycat version of Wegovy, leading to a significant drop in Hims & Hers stock [6] - Transocean announced it will acquire Valaris in an all-stock deal valued at $5.8 billion, with Transocean shares down 4% and Valaris shares up 14.6% in premarket trading [6] Commodities and Bonds - Gold futures are slightly higher, trading just above $5,000 an ounce, while Silver futures are up 3% to about $79.50 an ounce [7] - West Texas Intermediate (WTI) crude futures increased to $63.65 a barrel, and the yield on the 10-year Treasury note rose to nearly 4.24% [7] Notable Stock News - Nvidia and Caterpillar saw significant gains of 8% and 7% respectively on Friday, but both are pointing lower in premarket trading [10] - Amazon stock declined over 5.5% on Friday and is down another 0.4% in premarket [10] - Dynatrace surged over 13% in premarket trading ahead of its earnings report [10] - U.S.-listed shares of STMicroelectronics jumped 6.5% on news of an expanded partnership with Amazon Web Services [10] - Cryptocurrency-tied stocks such as MARA Holdings, MicroStrategy, and Coinbase are down between 2.5% and 5% in premarket after a volatile weekend for Bitcoin [10]

Stronger Together TRANSOCEAN TO ACQUIRE VALARIS February 9, 2026 Stronger Together Best fleet, best team, best customer service SHAREHOLDERS CUSTOMERS 2 • Provides enhanced exposure to anticipated offshore drilling upcycle • Superior execution through disciplined management and best operating practices • $200M+ in identified cost synergies to increase free cash flow • All-equity transaction accelerates deleveraging and is accretive on key financial metrics • Meets growing demand with the world's highest-spe ...

Group 1: OpenAI and AI Sector - OpenAI is nearing a monumental $100 billion funding round, which would value the company at approximately $830 billion, driven by a resurgence in growth with ChatGPT exceeding 10% monthly growth [3][7] - Nvidia is reportedly close to investing about $20 billion in OpenAI as part of this funding initiative, highlighting strong investor confidence in the AI sector [3] Group 2: Alphabet's Financial Moves - Alphabet (GOOGL) plans to raise approximately $15 billion through a new US bond sale, aimed at general corporate purposes including debt repayment and investments in AI [4][7] Group 3: Uber's Strategic Acquisition - Uber Technologies Inc. (UBER) is acquiring Getir's food delivery business for $335 million and will invest an additional $100 million for a 15% stake in Getir's broader operations in Türkiye [5][7] Group 4: Offshore Drilling Consolidation - Transocean (RIG) announced its intention to acquire Valaris (VAL) in an all-stock transaction valued at approximately $5.8 billion, creating a combined entity with a pro forma enterprise value of around $17 billion [6][7] Group 5: Ferrari's Electric Vehicle Launch - Ferrari (RACE) has introduced "Ferrari Luce," its new full-electric sports car, with plans for its debut in October 2026, marking a significant entry into the electric vehicle market [8][7] Group 6: MicroStrategy's Bitcoin Strategy - MicroStrategy (MSTR) purchased an additional 1,142 Bitcoin for approximately $90 million, reinforcing its position as a leading corporate holder of Bitcoin [9] Group 7: Currency and Economic Insights - The IMF Chief has downplayed concerns regarding the dollar's short-term fluctuations, noting a 1.2% decline in January 2026, while contextualizing it within a broader historical perspective [10]