How Schlumberger merged with Transocean

In April 1999 Transocean Offshore was approached by Schlumberger Ltd., which proposed spinning off its offshore drilling operations, Sedco Forex Limited, as part of a merger of equals. Paris-based Schlumberger had been involved in offshore drilling for many years. The Forex company was created in France in 1942 to engage in land drilling in North Africa and the Middle East, as well as France. Forex teamed with Languedocienne to create a company called Neptune to engage in offshore drilling. Forex had gained complete control of Neptune by 1972, when Schlumberger bought the remaining interest in Forex. The Southeastern Drilling Company, Sedco, was an American firm, founded in 1947 by future Texas governor Bill Clements to drill in shallow marsh water. In the 1960s it began to provide drilling services in deeper water. Schlumberger acquired the company in 1984 and a year later combined it with Forex to create Sedco Forex Drilling. The proposed Transocean Offshore and Sedco Forex merger was announced in July 1999. It called for an exchange of stock valued at approximately $3.2 billion. Schlumberger shareholders would receive roughly one share in the new company, Transocean Sedco Forex, for every five Schlumberger shares held. In the end, Schlumberger shareholders would control approximately 52 percent of the new company. Both Schlumberger and Transocean would receive five seats on the board, while Schlumberger's vice-chairman would serve as the chairman of the company and Transocean's Talbert would become president and CEO. The company soon was involved in yet another major expansion, acquiring R&B Falcon for more than $9 billion in an all-stock transaction, which included the assumption of $3 billion in debt. After failing to beat out Sonat Offshore in the Transocean ASA acquisition, Reading & Bates had merged with Falcon Drilling Co. in 1997, then acquired Cliffs Drilling in 1998. The company's fortunes suffered a downturn in 1998 and although it had made strides in redressing its situation, its debt load remained high and management decided that the time was ripe to merge with Transocean Sedco Forex. Under terms of the deal R&B Falcon owned approximately 30 percent of the new company and received three new seats on the board of directors. Transocean Sedco Forex was now a company worth approximately $14 billion and was the third largest oilfield services company, eclipsed only by Halliburton and Schlumberger. With 165 offshore rigs, inland barges, and supporting assets, the combined company easily outpaced its closest rival, Pride International, with just 59 offshore rigs, of which 45 were shallow-water jackups. Moreover, Transocean provided almost half of the world's ultra-deep drilling ships. In effect, Transocean Sedco Forex was able to expand its global fleet with the most extensive range of offshore rigs and markets, while gaining a presence in the shallow and inland waters of the Gulf of Mexico, where it previously had no fleet. Because of high gas prices R&B Falcon's 27 jackups in the Gulf and more than 30 inland barges promised to be an attractive addition. Overall, there was very little overlap in rigs.