Noble Corp shareholders Oystein Stray Spetalen and Arne Fredly are considering voting against a $3.2bn merger with Maersk Drilling.
The shipowners and investors are among several shareholders in US operation Noble that are dissatisfied with the exchange ratio for the all-share transaction that will create a fleet of 39 drillships and rigs.
Spetalen is the main shareholder in platform supply vessel and VLCC owner SD Standard Drilling, whose chairman, Martin Nes, told Norwegian business paper Finansavisen: "We are positive to the transaction, but disagree with the exchange relationship."
Norwegian daily Dagens Naeringsliv reported that Fredly, a bulk carrier owner and shareholder in VLCC owner Hunter Group, owns 1m Noble shares, about 1.5%.
He could also vote against the merger.
Investors in the two companies will see ownership split roughly 50/50.
"A merger makes sense for both parties, but it is perhaps the Maersk Drilling shareholders who get the best out of this. I can understand if the Noble shareholders are a little disappointed," Pareto Securities analyst Christopher Mo Dege told Finansavisen.
Not a meeting of equals
He estimated that Maersk Drilling is worth two-thirds of Noble Corp, but will still make up 50% of the shares in the combined company.
Standard Drilling has written a letter to the board of Noble Corp in which Nes says his company has been contacted by other Noble shareholders concerned about the exchange ratio, and that they might vote no to the deal.
The letter, published on the Oslo Stock Exchange, said: "Standard Drilling fully supports industry consolidation in the offshore drilling market, but in our view this is not a merger of equals."
Standard Drilling bought into Noble Corp after it emerged from a Chapter 11 restructuring in February, but said in August that it had sold out with a profit of $2m.
The shipowner has not revealed its new stake in the drilling company.
The combination is expected to generate annual cost savings of $125m.
The fleet will consist of 16 drillships, including four from Maersk Drilling, as well as other rigs.
These units will give the group a free cash flow potential of up to $375m in 2023.
