Transocean Board Says Carl Icahn's Proposed Dividend and Director Nominees Not in Best Interest of Shareholders

Transocean Ltd.

today announced that its Board of Directors has reviewed the proposals submitted by certain Funds affiliated with Carl Icahn for vote at its 2013 Annual General Meeting of Shareholders. Mr. Icahn proposed a dividend of $4.00 per share and nominated three candidates (John J. Lipinski, Jose 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.The company issued the following statement upon the Board's