<PAGE> 1
EXHIBIT 99.1
[TRANSOCEAN LOGO] [R&B FALCON LOGO]
<TABLE>
<S> <C> <C>
Transocean Sedco Forex Inc. Analyst Contact: Jeffrey L. Chastain News Release
713 232 7551
Transocean Sedco Forex Inc. Media Contact: Guy A. Cantwell FOR RELEASE: August 21, 2000
713 232 7647
R&B Falcon Corporation Contact: Charles R. Ofner
281 496 5000
</TABLE>
TRANSOCEAN SEDCO FOREX SIGNS DEFINITIVE AGREEMENT
TO ACQUIRE R&B FALCON CORPORATION
HOUSTON--Transocean Sedco Forex Inc. (NYSE: RIG) today announced
that it has signed a definitive agreement to acquire R&B Falcon
Corporation (NYSE: FLC) in an all stock transaction that will produce the
industry's largest offshore drilling contractor. The company will become
the third-largest oil services company in the world, with an equity
market capitalization of $17.7 billion, based on last Friday's Transocean
Sedco Forex closing share price of $57.69. The transaction is expected to
be immediately accretive to Transocean Sedco Forex's cash flow, while
modestly dilutive to earnings per share in 2001, and accretive
thereafter. On a cash earnings basis, the transaction is expected to be
accretive immediately.
Under the terms of the definitive agreement, unanimously approved
by the board of directors of both companies, 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,
resulting in the distribution of an estimated 100 million shares. Based
on last Friday's Transocean Sedco Forex closing price, the newly issued
shares would have a value of approximately $5.8 billion, which together
with R&B Falcon's approximately $3.0 billion of debt, results in a total
transaction value of an estimated $8.8 billion. The transaction will be
accounted for using the purchase method of accounting and is expected to
be tax-free to R&B Falcon shareholders.
Closing of the transaction is expected to occur by the end of the
first quarter of 2001, subject to the approval of stockholders from both
companies, certain regulatory approvals and other closing conditions.
After the close, the combined company will be called Transocean Sedco
Forex Inc. and will trade on the New York Stock Exchange under the symbol
"RIG." Principal offices will remain in Houston, Texas, and the company
will employ approximately 15,000 people worldwide.
Victor E. Grijalva and J. Michael Talbert will continue to serve as
Transocean Sedco Forex's Chairman of the Board of Directors and President
and Chief Executive Officer, respectively. No personnel changes are
anticipated in other Transocean Sedco Forex senior management positions.
The company will seek shareholder approval to increase the board of
directors from 12 to 13 members which will be comprised of the 10 current
members from Transocean Sedco Forex plus three new directors designated
by R&B Falcon.
<PAGE> 2
Victor E. Grijalva, Chairman of the Board of Directors of
Transocean Sedco Forex Inc., said, "The acquisition of R&B Falcon creates
a new offshore drilling company that is a worldwide leader, providing
compelling benefits to customers, stockholders and employees alike. R&B
Falcon's 139 mobile offshore drilling units and marine barges complement
the 72-rig Transocean Sedco Forex offshore fleet of modern, versatile and
geographically diverse rigs, while offering a unique balance given R&B
Falcon's strong position in the shallow-water U.S. Gulf of Mexico."
"Both companies have utilized their strong technological expertise
to design and manage the construction of 17 new mobile offshore drilling
units, all of which are expected to be delivered by the end of the first
quarter of 2001. Delivery of these rigs will complete the combined
company's newbuild capital expansion program which has been the largest
in the industry's history and will add exciting new capabilities to our
fleet."
Paul B. Loyd, Jr., Chairman of the Board of Directors and Chief
Executive Officer of R&B Falcon Corporation said, "Indeed this
transaction clearly creates the world's premier offshore drilling company
and enhances R&B Falcon's shareholder value substantially. The combined
company will be better able to meet our customer's needs in the growing
deepwater and domestic natural gas segments. I firmly believe R&B
Falcon's outstanding fleet, professional rig crews and support staff will
be invaluable in creating one of the world's largest and most capable oil
service companies. Integration of the fleets should proceed smoothly as
both companies share a commitment to excellence in operations,
engineering, safety and the environment and customer service. The new
company, with its leading edge equipment, geographical and fleet
diversification, outstanding personnel and financial strength will, in my
view, become the best positioned company in the oil service sector."
J. Michael Talbert, President and Chief Executive Officer of
Transocean Sedco Forex Inc., stated, "Over the past several years, our
company has employed a business strategy that has allowed us to
capitalize on several opportunities that have driven our rapid growth
since 1996. Most recently, our December 1999 merger with Sedco Forex
Holdings Limited provided the company with the financial capacity to
enter into this very important transaction with R&B Falcon. The
transaction fits our long-term business plan. It expands our mobile
offshore drilling fleet, enhances our infrastructure of assets, employee
and customer relationships in all of our operating regions around the
world and gives us exposure to the North American natural gas market.
This combination of factors better positons us to address the growing and
increasingly challenging offshore drilling needs of our customers, and
thus will help us achieve our goal of being the drilling contractor of
choice for customers, employees and investors."
Talbert added that following the transaction, Transocean Sedco
Forex's consolidated debt to total capitalization ratio is expected to be
only 31%, up slightly from 27% at June 30, 2000.
Simmons & Company International and Goldman Sachs & Co. are serving
as the financial advisors to Transocean Sedco Forex Inc. Morgan Stanley
is serving as the financial advisor to R&B Falcon Corporation.
The senior management of Transocean Sedco Forex Inc. and R&B Falcon
Corporation will host a conference call on Monday, August 21, 2000 at
10:00 am Eastern Time to give investors and the media further insight
into today's announcement and respond to questions. All individuals
interested in participating in the conference call should contact (1-800)
210-9006 toll free in the US and Canada, or (1-719) 457-2621 direct
worldwide. The confirmation code is 982990. Call approximately 15 minutes
prior to the scheduled start of the conference.
<PAGE> 3
In addition, the conference call will be accessible through a live,
listen-only broadcast over the internet and can be accessed by logging on
to the web at the following address:
http://www.videonewswire.com/TRANSOCEAN/082100/
If you are unable to participate during the live broadcast, an
archive of the call will be available at www.prnewswire.com approximately
two hours following its conclusion.
Statements regarding the consummation of the acquisition, its
effect on future earnings, cash flow or other operating results, the tax
free status of the transaction, expected closing date of the transaction,
any other effect or benefit of the transaction, market prospects, rig
delivery dates, levels of future indebtedness, 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. Such assumptions include but are not limited to costs and
difficulties related to the integration of acquired businesses, costs,
delays and other difficulties related to the merger, closing conditions
not being satisfied, general market conditions prevailing in the marine
drilling industry (including dayrates and utilization) and various other
trends affecting the marine drilling industry, operating hazards and
delays, risks associated with international operations, actions by
customers and other third parties, the future price of oil and gas, 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. Additional information regarding the
transaction can be found in both company's Current Reports on Form 8-K
filed on August 21, 2000.
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
<PAGE> 4
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 an equity market capitalization currently in
excess of $12.0 billion. The company's mobile offshore drilling fleet is
comprised of 72 rigs, including six 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.
### 00-16
