Announcement • Jun 28
Eldorado Drilling AS completed the acquisition of Vantage Drilling International Ltd. (OTCPK:VTDR.F).
Eldorado Drilling AS entered into an Agreement and Plan of Merger to acquire Vantage Drilling International Ltd. (OTCPK:VTDR.F) for approximately $260 million on May 29, 2026. Under the terms of the acquisition, Eldorado Drilling AS will pay $19 in cash per share representing an equity value of approximately $257.6 million. The Merger will be implemented as a statutory merger under Bermuda law, with Vantage Drilling as the surviving company and as a wholly owned subsidiary of Eldorado Drilling AS following completion. The name of the surviving company will remain Vantage Drilling International Ltd. The merger will be financed with approximately $125 million of new equity and approximately $425 million of new debt. The equity financing will consist of a private placement of new ordinary shares in New Eldorado, including $64.5 million of new cash equity supported by certain Eldorado shareholders and $60.5 million from the conversion of an existing convertible shareholder note. The debt financing will consist of a new senior secured bond issue by a wholly owned subsidiary of New Eldorado.
The transaction is subject to customary closing conditions as set out in the Merger Agreement, including receipt of the required shareholder approval and the absence of any applicable law issued by a governmental authority in a key jurisdiction that makes the Merger illegal or otherwise prevents or prohibits its consummation. The board of directors of Vantage Drilling International Ltd has unanimously approved the Merger Agreement and the other transaction documents, determined that their terms are fair to and in the best interests of Vantage Drilling International Ltd and its shareholders, and unanimously resolved to recommend that the shareholders of Vantage Drilling International Ltd adopt and vote in favor of the transaction, which is expected to be held on June 18, 2026. The transaction is expected to be completed at the beginning of the third quarter of 2026. As of June 18. 2026 the deal has been approved by the target shareholders. As of June 23, 2026, Completion of the Merger remains subject to certain conditions, and prior to completion of the approved Merger, the Company intends to repurchase or cause to be repurchased certain shares in the Company held by certain primary insiders and management in the Company. The anticipated number of shares subject to the intended repurchase is 319,037. The purchase price is equal to the merger consideration per share. All repurchased shares surrendered to the Company shall be automatically cancelled and shall cease to be issued and outstanding prior to the effective time of the Merger. As of June 26, 2026, all conditions to completion of the Merger are expected to be satisfied as of 1:00 PM ET on 26 June 2026, subject to continued satisfaction of customary closing conditions through to that time.
Clarksons Securities AS acted as financial advisor to Vantage Drilling International Ltd. Clarksons Securities AS acted as fairness opinion provider to Vantage Drilling International Ltd. Scott Golenbock, Ross Shepard, Max Goodman, Kelly Bartley, Matthew Ahrens, Andrea Hamilton, John Garces, Jonathon Jackson and Rod Miller of Milbank LLP acted as legal advisor to Vantage Drilling International Ltd. Lars Eirik and Morten Emil of Advokatfirmaet Thommessen AS acted as legal advisor for Vantage Drilling International Ltd. Jennifer Panchaud of Conyers Dill & Pearman acted as legal advisor to Vantage Drilling International Ltd. Fearnley Securities AS acted as financial advisor to Eldorado Drilling AS. Clay Brett, Jim Marshall, Veronica Relea, Jon Lobb, Ron Aizen, Paul Luther, Kyle Clark and Elizabeth Singleton of Baker Botts L.L.P., Sian Williams, Nadine Amr and Neil Coulson of Baker Botts (UK) LLP, Haitham Hawashin and Mark Bisch of Baker Botts L.L.P. and David Cardwell of Baker Botts (Belgium) L.L.P. acted as legal advisor to Eldorado Drilling AS. Wikborg Rein Advokatfirma As acted as legal advisor to Eldorado Drilling AS. David Clark, Jane Walker of Appleby acted as legal advisor for Eldorado Drilling AS. Irina Dutca of Appleby (BVI) Limited acted as legal advisor for Eldorado Drilling AS. Simon Raftopoulos, Vance Power of Appleby Global Services (Cayman) Limited acted as legal advisor for Eldorado Drilling AS.
Eldorado Drilling AS completed the acquisition of Vantage Drilling International Ltd. (OTCPK:VTDR.F) on June 26, 2026. On completion of Eldorado’s acquisition of Vantage by merger, pursuant to which an indirect subsidiary of Eldorado merged with and into Vantage, with Vantage surviving as an indirect subsidiary of Eldorado. In connection with closing, Eldorado will cause Vantage to apply for its ordinary shares to be delisted from Euronext Growth Oslo as promptly as practicable, and will coordinate any required notices through the Oslo Stock Exchange’s NewsWeb platform in accordance with applicable rules.
