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Filed by: Transocean Sedco Forex Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934
Filing Company: Transocean Sedco Forex Inc.
Commission File No.: 333-75899
Subject Company: R&B Falcon Corporation
Commission File No.: 001-13729
[TRANSOCEAN SEDCOFOREX LOGO] [R&B FALCON LOGO]
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Transocean Sedco Forex Inc.
Analyst Contact Jeffrey L. Chastain PRESS RELEASE
713 232 7551
Transocean Sedco Forex Inc.
Media Contact: Guy A. Cantwell FOR RELEASE: October 6, 2000
713 232 7647
R&B Falcon Corporation Contact: Charles R. Ofner
281 496 5000
TRANSOCEAN SEDCO FOREX AND R&B FALCON RECEIVE SECOND
REQUEST FOR INFORMATION FROM DEPARTMENT OF JUSTICE
HOUSTON--Transocean Sedco Forex Inc. (NYSE: RIG) and R&B Falcon
Corporation (NYSE: FLC) today jointly announced that both companies have
received a second request for information and documentary materials from the
Department of Justice (DOJ) pertaining to the previously announced acquisition
of R&B Falcon by Transocean Sedco Forex. The information request was received
pursuant to the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and is
intended to assist the DOJ in completing its competitive analysis of the
proposed merger.
Both Transocean Sedco Forex and R&B Falcon intend to respond promptly
to the information request, which has the effect of extending the waiting period
under antitrust law by 20 calendar days following both companies' compliance
with the request. The companies do not expect that there will be any delay to
the anticipated first quarter 2001 closing of the transaction as a result of the
second request.
On August 21, 2000, Transocean Sedco Forex announced that it had signed
a definitive agreement to acquire R&B Falcon in an all stock transaction in
which common stockholders of R&B Falcon will receive a fixed ratio of 0.5 shares
of newly issued Transocean Sedco Forex ordinary shares for each R&B Falcon
share.
Statements regarding the consummation of the acquisition, closing date
of the transaction and any other statements that are not historical facts, are
forward-looking statements that involve certain risks, uncertainties and
assumptions. Transocean Sedco Forex Inc. and R&B Falcon Corporation strongly
encourage readers to note that some or all of the assumptions, upon which such
forward-looking statements are based, are beyond their ability to control or
estimate precisely, and may in some cases be subject to rapid and material
changes. The risks, uncertanties and assumptions relate to matters that include
but are not limited to actions or approvals of third parties, delays in the
merger, closing conditions not being satisfied and other factors detailed in
Transocean Sedco Forex's and R&B Falcon Corporation's filings with the
Securities and Exchange Commission (SEC), which are available free of charge on
the SEC's website at www.sec.gov. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated.
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Investors and security holders are urged to read the joint proxy
statement/prospectus regarding the business combination transaction referenced
in the foregoing information, when it becomes available, because it will contain
important information. The joint proxy statement/prospectus will be filed with
the SEC by Transocean Sedco Forex Inc. Investors and security holders may obtain
a free copy of the joint proxy statement/prospectus (when it is available) and
other documents filed by Transocean Sedco Forex Inc. with the SEC at the SEC's
web site at www.sec.gov. The joint proxy statement/prospectus and these other
documents may also be obtained for free by directing a request to either of the
following individuals:
Jeffrey L. Chastain
Director of Investor Relations and Communications
Transocean Sedco Forex Inc.
4 Greenway Plaza
Houston, Texas 77046
Phone: 713 232 7500
Fax: 713 232 7031
Charles R. Ofner
Senior Vice President
R&B Falcon Corporation
901 Threadneedle
Houston, Texas 77079
Phone: 281 496 5000
Fax: 281 597 7556
In addition, the identity of the people who, under SEC rules, may be
considered "participants in the solicitation" of Transocean Sedco Forex
shareholders and R&B Falcon shareholders in connection with the proposed merger,
and any description of their interests, is available in an SEC filing under
Schedule 14A made by both Transocean Sedco Forex and R&B Falcon on August 21,
2000.
Transocean Sedco Forex Inc. is the world's largest offshore drilling
contractor, with a current equity market capitalization of $11.8 billion. The
company's mobile offshore drilling fleet is comprised of 71 rigs, including five
newbuilds not yet active. This modern and versatile fleet is located in every
major offshore oil and gas drilling region. Transocean Sedco Forex Inc.
specializes in technically demanding segments of the offshore drilling business,
including industry-leading positions in deepwater and harsh environment drilling
services. The company is listed on the New York Stock Exchange under the symbol
"RIG."
R&B Falcon Corporation operates the world's largest fleet of
marine-based drilling rigs servicing the international oil and gas industry. Its
fleet is composed of 139 drilling units including the industry's largest fleets
of barge and jackup rigs, and a fleet of semisubmersibles and drillships which
is among the most capable in the world. R&B Falcon also provides turnkey and
integrated services and operates mobile production units, internationally based
land rigs and an offshore towing business.
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