Carl Icahn Acquires 5.61% of Transocean's Shares -Filing

Activist investor Carl Icahn increased his stake in Transocean Ltd. (RIG) to 5.6% and urged the company to declare a $4-a-share dividend, saying he believes the company's shares are undervalued.

Shares were up 2.5% to $58.20 after hours. The stock is up 26% over the past six months.

According to a regulatory filing, Mr. Icahn and his affiliates have had talks with Transocean management and plan to have further discussions with them. Mr. Icahn "strongly believes" Transocean should return capital to shareholders and should declare a per-share dividend of at least $4.

Swiss law stipulates, according to the filing, that a shareholder has the right to propose a dividend at a company's annual meeting, and the dividend will be declared upon majority shareholder support regardless whether the company's board is supportive. Mr. Icahn plans to propose the $4 a share dividendat this year's annual meeting if Transocean's board doesn't declare one of at least that amount.

Mr. Icahn also plans additional discussions with Transocean management to discuss the business and strategies, as well as the potential addition of shareholder-selected nominees to the board.

Mr. Icahn and his affiliates now hold roughly 20.2 million shares in the company, at an aggregate purchase price of about $525.7 million. Transocean had 359.4 million shares outstanding as of Oct. 23.

In view of the Swiss takeover rules, Mr. Icahn notes that nothing in the filing should be viewed as an indication that he plans to launch, or is considering, a public takeover of the company.

Last week, Transocean disclosed that Mr. Icahn had taken a stake of more than 3% in the offshort driller. Mr. Icahn had told the company he was planning to acquire more than $682 million of stock in total, which was about 3.4% of Transocean's outstanding shares. That would make him the second largest shareholder in the company, which is based in Zug, Switzerland, after Capital Research and Management Co., which owns more than 5%.

Mr. Icahn has been active in energy investments in the last year, taking stakes in such companies as refiner CVR Energy Inc. (CVI) and Chesapeake Energy Corp. (CHK), the second-largest natural gas producer in the U.S. His Chesapeake investment helped spur major corporate-governance changes at the company, including the replacement of a majority of the board.

Copyright (c) 2012 Dow Jones & Company, Inc.

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