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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o
 
Preliminary Proxy Statement

o
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý
 
Definitive Proxy Statement

o
 
Definitive Additional Materials

o
 
Soliciting Material Pursuant to §240.14a-12

TRANSOCEAN INC.
GLOBALSANTAFE CORPORATION
(Name of Registrant as Specified In Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
         
Payment of Filing Fee (Check the appropriate box):

o
 
No fee required.

ý
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 
 
(1)
 
Title of each class of securities to which transaction applies:
Ordinary shares, par value $0.01 per share, of GlobalSantaFe Corporation ("GlobalSantaFe")

 
 
(2)
 
Aggregate number of securities to which transaction applies:
230,306,877 ordinary shares of GlobalSantaFe (including 2,717,548 ordinary shares reserved for issuance upon exercise of outstanding options to purchase ordinary shares, 1,273,665 ordinary shares reserved for issuance upon vesting of stock units and 992,429 ordinary shares reserved for issuance upon the exercise of share appreciation rights), as of August 22, 2007

 
 
(3)
 
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
$67.22, the average of the high and low prices of GlobalSantaFe ordinary shares on August 28, 2007

 
 
(4)
 
Proposed maximum aggregate value of transaction:
$15,481,228,272

 
 
(5)
 
Total fee paid:
$475,274

ý
 
Fee paid previously with preliminary materials.

o
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 
 
(1)
 
Amount Previously Paid:
        
    (2)   Form, Schedule or Registration Statement No.:
        
    (3)   Filing Party:
        
    (4)   Date Filed:
        

GRAPHIC   GRAPHIC


PROPOSED TRANSACTIONS—YOUR VOTE IS VERY IMPORTANT

        The boards of directors of Transocean Inc. and GlobalSantaFe Corporation have approved a merger that will combine Transocean and GlobalSantaFe. The board of directors of Transocean has also approved a reclassification of the Transocean ordinary shares in connection with the merger. We believe that the merger will expand and enhance both companies' mobile offshore drilling unit fleets, thus better positioning the combined company to address the growing and more technologically challenging needs of their customers on a global basis. We believe that the merger will benefit the shareholders of both companies, and we ask for your support in voting for the proposals at our respective meetings.

        When the reclassification of Transocean ordinary shares and the merger are completed, Transocean's shareholders will receive 0.6996 Transocean ordinary shares and $33.03 in cash in exchange for each Transocean ordinary share they currently own. Shareholders of GlobalSantaFe will receive 0.4757 Transocean ordinary shares (after giving effect to the reclassification) and $22.46 in cash in exchange for each GlobalSantaFe ordinary share they currently own. We expect that approximately 318 million of Transocean's ordinary shares will be outstanding after the reclassification and the merger, with the shareholders of Transocean and GlobalSantaFe immediately prior to the transactions holding approximately 66% and 34% of those shares, respectively.

        The transactions cannot be completed without the approval of Transocean's shareholders of the reclassification, the issuance of Transocean ordinary shares in the merger and the amendment and restatement of Transocean's memorandum and articles of association, the approval of GlobalSantaFe's shareholders of the merger and the approval of the Cayman Islands court. We have scheduled separate meetings to be held on November 9, 2007 for our respective shareholders to vote on the matters requiring shareholder approval.

        The Transocean and GlobalSantaFe boards of directors each recommend that their respective shareholders vote "FOR" the proposals.

        The dates, times and places of these meetings are contained in the attached notices.

        This joint proxy statement provides you with detailed information about the reclassification, the merger, the shareholder meetings and the hearing of the application for approval by the Cayman Islands court. You can also obtain financial and other information about Transocean and GlobalSantaFe from documents filed with the Securities and Exchange Commission. We encourage you to carefully read the joint proxy statement and the documents incorporated by reference.

GRAPHIC GRAPHIC
Robert L. Long
Chief Executive Officer
Transocean Inc.		 Jon A. Marshall
President and Chief Executive Officer
GlobalSantaFe Corporation

        See "Risk Factors" beginning on page 20 for a discussion of risks that should be considered by Transocean's and GlobalSantaFe's shareholders before voting at their respective meetings.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Transocean ordinary shares to be issued in the merger or determined if this joint proxy statement is accurate or adequate. Any representation to the contrary is a criminal offense.

        This joint proxy statement is dated October 2, 2007 and is first being mailed to shareholders of Transocean and GlobalSantaFe on or about October 5, 2007.

TRANSOCEAN INC.

P.O. BOX 10342
70 HARBOUR DRIVE, 4TH FLOOR
GRAND CAYMAN, KY1-1003
CAYMAN ISLANDS

NOTICE OF MEETING OF TRANSOCEAN INC. SHAREHOLDERS
To Be Held On November 9, 2007

To the holders of ordinary shares of Transocean Inc.:

        We will hold a meeting of our shareholders at the Grand Cayman Marriott, Grand Cayman, Cayman Islands, commencing at 1:00 p.m., Cayman Islands time, on November 9, 2007. This meeting will be divided into two parts. The first part of the meeting will be convened, as required under Cayman law, pursuant to an order of the Grand Court of the Cayman Islands to vote on the first item described below. The second part of the meeting will be convened pursuant to our articles of association to vote on the remaining items described below. The formal notice relating to this meeting is attached as Annex K to the accompanying joint proxy statement. At the meeting, our shareholders will vote:

        We have established the close of business on October 1, 2007, as the record date for determining Transocean's shareholders entitled to notice of and to vote at the meeting or any adjournments or postponements of the meeting.

        Your vote is very important. To ensure your shares are represented, you should complete, sign and date the enclosed proxy and return it promptly in the enclosed envelope, whether or not you expect to attend the meeting. You may revoke your proxy and vote in person if you decide to attend the meeting.

        This notice incorporates the accompanying joint proxy statement.

    By Order of the Board of Directors

 
 
GRAPHIC
    Eric B. Brown
 Secretary
     
October 2, 2007    

GLOBALSANTAFE CORPORATION

P.O. BOX 309GT
UGLAND HOUSE
SOUTH CHURCH STREET
GEORGE TOWN
GRAND CAYMAN
CAYMAN ISLANDS

NOTICE OF MEETING OF

GLOBALSANTAFE CORPORATION SHAREHOLDERS

TO BE HELD ON NOVEMBER 9, 2007

To the holders of ordinary shares of GlobalSantaFe Corporation:

        We will hold a meeting of our shareholders at the Grand Cayman Marriott, Grand Cayman, Cayman Islands, commencing at 1:00 p.m., Cayman Islands time, on November 9, 2007. This meeting will be divided into two parts. The first part of the meeting will be convened, as required under Cayman law, pursuant to an order of the Grand Court of the Cayman Islands. The second part of the meeting will be convened pursuant to our articles of association. The formal notice relating to this meeting is attached as Annex L to the accompanying joint proxy statement. At each part of the meeting, the GlobalSantaFe shareholders will vote:

        We have established the close of business on October 1, 2007, as the record date for determining GlobalSantaFe's shareholders entitled to notice of and to vote at the meeting or any adjournments or postponements of the meeting.

        Your vote is very important. To ensure your shares are represented, you should complete, sign and date the enclosed proxy card and return it promptly in the enclosed envelope or submit your proxy using the Internet or telephone voting procedures described on your proxy card, whether or not you expect to attend the meeting. You may revoke your proxy and vote in person if you decide to attend the meeting.

        This notice incorporates the accompanying joint proxy statement.

    By Order of the Board of Directors

 
 
 
    GRAPHIC
    Alexander A. Krezel
 Vice President, Secretary and
Associate General Counsel
     
     
October 2, 2007    

This joint proxy statement incorporates documents by reference. See "Where You Can Find More Information" beginning on page 170 for a listing of documents incorporated by reference. Transocean documents are available to any person, including any beneficial owner, upon request directed to Investor Relations, Transocean Inc., 4 Greenway Plaza, Houston, Texas 77046, telephone (713) 232-7500. GlobalSantaFe documents are available to any person, including any beneficial owner, upon request directed to Investor Relations, GlobalSantaFe Corporation, 15375 Memorial Drive, Houston, Texas 77079, telephone (281) 925-6000. To ensure timely delivery of these documents, any request by Transocean shareholders should be made by November 2, 2007, and any request by GlobalSantaFe shareholders should be made by November 2, 2007. The exhibits to these documents will generally not be made available unless they are specifically incorporated by reference in this joint proxy statement.


TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS
SUMMARY
  Transocean Selected Historical Financial Data
  GlobalSantaFe Selected Historical Financial Data
  Selected Unaudited Condensed Pro Forma Combined Financial Information
  Unaudited Comparative Per Share Data
RISK FACTORS
  Risks Relating to the Transactions
  Risks Relating to the Business of the Combined Company Following the Transactions
CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
THE TRANSOCEAN MEETING
  Time, Date and Place
  Purpose of the Transocean Meeting
  Record Date; Voting Rights; Vote Required for Approval
  Proxies
THE GLOBALSANTAFE MEETING
  Time, Date and Place
  Purpose of the GlobalSantaFe Meeting
  Record Date; Voting Rights; Vote Required for Approval
  Proxies
THE TRANSACTIONS
  Background of the Merger
  Transocean's Reasons for the Transactions
  Recommendations of Transocean's Board of Directors
  GlobalSantaFe's Reasons for the Transactions
  Recommendation of GlobalSantaFe's Board of Directors
  Opinion of Goldman, Sachs & Co.
  Opinion of Lehman Brothers Inc.
  Opinion of Simmons & Company International
  Interests of Certain Persons in the Transactions
  Exchange of Transocean Ordinary Shares and GlobalSantaFe Ordinary Shares for Transocean Ordinary Shares
  Employee Benefits Matters
  Adjustment of Transocean Stock Options
  GlobalSantaFe Options, SARs and Restricted Stock Units and Assumption of GlobalSantaFe Stock Plans
  Treatment of Transocean Warrants and Convertible Debentures
 

i

  Dividend Policy
  Accounting Treatment and Considerations
  Accretion and Dilution Considerations
  Material U.S. Federal Income Tax Consequences
  Amendment and Restatement of Transocean's Memorandum of Association and Articles of Association
  Regulatory Matters
  Court Approval of the Transactions
  Federal Securities Law Consequences; Resale Restrictions
  Rights of Dissenting Shareholders
  Stock Exchange Listing
  Effect of the Transactions on Transocean Share Price
THE MERGER AGREEMENT
  General
  Corporate Governance Matters
  Covenants
  Representations and Warranties
  Conditions to the Transactions
  Termination of the Merger Agreement
  Termination Fees and Expenses
  Amendments
BUSINESS OF TRANSOCEAN
BUSINESS OF GLOBALSANTAFE
FINANCING OF THE TRANSACTIONS
SECURITY OWNERSHIP OF 5% BENEFICIAL OWNERS AND MANAGEMENT OF TRANSOCEAN
SECURITY OWNERSHIP OF 5% BENEFICIAL OWNERS AND MANAGEMENT OF GLOBALSANTAFE
MARKET PRICE AND DIVIDEND INFORMATION
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
DESCRIPTION OF SHARE CAPITAL OF TRANSOCEAN
COMPARISON OF RIGHTS OF SHAREHOLDERS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
LEGAL MATTERS
FUTURE SHAREHOLDER PROPOSALS
HOUSEHOLDING
WHERE YOU CAN FIND MORE INFORMATION

Annex A
 
—
 
Agreement and Plan of Merger dated as of July 21, 2007, by and among Transocean Inc., Transocean Worldwide Inc. and GlobalSantaFe Corporation
Annex B   —   Opinion of Goldman, Sachs & Co. dated July 21, 2007
Annex C   —   Opinion of Lehman Brothers Inc. dated July 21, 2007
Annex D   —   Opinion of Simmons & Company International dated July 21, 2007
Annex E   —   Transocean Amended and Restated Memorandum of Association
Annex F   —   Transocean Amended and Restated Articles of Association
Annex G   —   Transocean Scheme Document
Annex H   —   GlobalSantaFe Scheme Document
Annex I   —   Transocean Court Order
Annex J   —   GlobalSantaFe Court Order
Annex K   —   Transocean Formal Meeting Notice
Annex L   —   GlobalSantaFe Formal Meeting Notice
Annex M   —   Expected Timetable

ii


QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS

Q.
Please briefly describe the proposed transactions.

A.
GlobalSantaFe will merge (the "Merger") with Transocean Worldwide Inc., a recently formed subsidiary of Transocean ("Merger Sub"), by way of a scheme of arrangement qualifying as an amalgamation under Cayman Islands law, with the subsidiary of Transocean being the surviving entity following the Merger. Immediately prior to the Merger, outstanding Transocean ordinary shares will be reclassified into a smaller number of Transocean ordinary shares and cash by way of a separate scheme of arrangement (the "Reclassification"). We refer to the Merger and the Reclassification together as the "Transactions."

Q.
What will shareholders of Transocean and GlobalSantaFe receive as a result of the Transactions?

A.
As a result of the Transactions:

•
each Transocean ordinary share will be exchanged for 0.6996 Transocean ordinary shares and $33.03 in cash, and

•
each GlobalSantaFe ordinary share will be exchanged for 0.4757 Transocean ordinary shares (after giving effect to the Reclassification) and $22.46 in cash.
Q.
Why are Transocean and GlobalSantaFe proposing to merge?

A.
The boards of directors of Transocean and GlobalSantaFe believe that the combined company will be the drilling contractor of choice for customers, investors and employees and will offer:

•
Customers—consistently high quality drilling services with an increased worldwide presence, backed by technological expertise and financial strength;

•
Investors—an investment in a combined company that we believe will provide a platform for increased shareholder value creation; and

•
Employees—career opportunities with a financially strong company that is an industry leader in the application of offshore drilling technology.

Q.
Will the Transocean ordinary shares be traded on an exchange?

A.
We expect that the ordinary shares of Transocean received in the Transactions will be listed on the New York Stock Exchange under the ticker symbol "RIG."

Q.
Who will serve on the board of directors of Transocean after the consummation of the Transactions?

A.
Upon the consummation of the Transactions, the Transocean board of directors will consist of 14 members, seven of whom will be current members of the Transocean board of directors designated by Transocean and seven of whom will be current members of the GlobalSantaFe board of directors designated by GlobalSantaFe. Robert E. Rose, the current Chairman of the board of directors of GlobalSantaFe, will serve as Chairman of the board of directors of Transocean. Additional information about the composition of the board of directors of Transocean after the consummation of the Transactions is set forth in "The Transactions—Interests of Certain Persons in the Transactions—Governance and Management of Transocean Following the Transactions."

Q.
Who will serve as Transocean's executive officers after the consummation of the Transactions?

A.
Robert L. Long, the current Chief Executive Officer of Transocean, will serve

1

Q.
What are the U.S. federal income tax consequences of the Transactions?

A.
Transocean expects that the Reclassification will be treated as a stock redemption for U.S. federal income tax purposes. Assuming the Reclassification is treated as a stock redemption, then a shareholder who, actually or constructively, owns no GlobalSantaFe ordinary shares at the time of the Reclassification and the Merger should generally recognize gain or loss in an amount equal to the difference between the cash received from Transocean and the tax basis of the shares considered to be redeemed. However, alternative tax treatments are possible.
Q.
Do shareholders have appraisal rights?

A.
Under applicable law, none of the shareholders of Transocean or GlobalSantaFe has any right to receive an appraisal of the value of their shares in connection with the Transactions.

Q.
When do you expect the Transactions to be completed?

A.
We are working toward completing the Transactions as quickly as possible after all the conditions to the Transactions, including obtaining the approvals of our shareholders at the meetings, are fulfilled. Satisfying some of these conditions, including our receipt of governmental clearances or approvals and obtaining the approval of the Cayman Islands court, is not entirely within our control. We currently estimate that the parties will complete the Transactions by the end of 2007. However, the Transactions may not be completed until the first half of 2008. See Annex M for the current expected timetable.

Q.
What do I need to do to vote?

A.
Both companies' shareholder meetings will take place on November 9, 2007. After carefully reading and considering the information contained in this joint proxy statement and the documents incorporated by reference, please indicate on the enclosed proxy card how you want to vote. Submit your proxy by following the instructions on the enclosed proxy card as

2

Q.
What vote does my board of directors recommend?

A.
The Transocean board of directors unanimously recommends that Transocean's shareholders vote "FOR" each of the Reclassification, the issuance of ordinary shares to GlobalSantaFe shareholders in the Merger and the amendment and restatement of Transocean's articles of association and memorandum of association, each of which are conditions to the Transactions.
Q.
What should I do if I want to change my vote?

A.
You can change your vote at any time before your proxy is voted at your shareholder meeting. You can do this in one of three ways:

•
you can send a written notice stating that you would like to revoke your proxy;

•
you can complete and timely submit a new proxy; or

•
if you are a holder of record, you can attend your meeting and vote in person.
Q.
What if I plan to attend the shareholder meeting in person?

A.
We recommend that you submit your proxy anyway. If you are a holder of record, you may still attend your shareholder meeting and vote in person.

Q.
If my shares are held in "street name" by my broker, will my broker vote my shares for me without my instructions?

A.
We recommend that you contact your broker. Your broker can give you directions on how to instruct the broker to vote your shares. Your broker may not be able to vote your shares unless the broker receives appropriate instructions from you.

Q.
Should I send in my share certificates?

A.
No. After the Transactions are completed, we will send written instructions, including a letter of transmittal, which explains how to exchange GlobalSantaFe share certificates and old Transocean share certificates for new uncertificated Transocean shares and a check representing the applicable cash payment. Please do not send in any share certificates until you receive these written instructions and the letter of transmittal.

Q.
Will I receive certificates for the new Transocean shares?

A.
No. Transocean intends to implement a direct registration system for record holders at the closing of the Transactions under which all of the Transocean ordinary shares issued to record holders in the Transactions will be issued in uncertificated book-entry form rather than through share certificates. Holders of shares in street name through brokers or banks will continue to hold in street name unless other action is taken.

3

Q.
Whom do I call if I have questions about the meetings or the Transactions?

A.
Transocean's shareholders should contact either of the following:

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SUMMARY

        This summary highlights selected information from this joint proxy statement. To understand the Transactions fully and for a more complete description of the legal terms of the Transactions, you should carefully read this entire joint proxy statement, including the annexes and the other documents to which we have referred in "Where You Can Find More Information" on page 170. We have included page references in this summary to direct you to more complete descriptions of the topics presented in this summary.

The Companies

Transocean Inc.
4 Greenway Plaza
Houston, Texas 77046
Phone: (713) 232-7500

        Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. As of October 1, 2007, Transocean owned, had partial ownership interests in or operated 82 mobile offshore drilling units. As of this date, Transocean's fleet included 33 High-Specification semisubmersibles and drillships ("High-Specification Floaters"), 20 Other Floaters, 25 Jackups and four Other Rigs. Transocean also has four High-Specification Floaters under construction.

        Transocean's mobile offshore drilling fleet is considered one of the most modern and versatile fleets in the world. Transocean's primary business is to contract these drilling rigs, related equipment and work crews primarily on a daily rate (or "dayrate") basis to drill oil and gas wells. Transocean specializes in technically demanding segments of the offshore drilling business with a particular focus on deepwater and harsh environment drilling services. Transocean also provides additional services, including integrated services.

        For further information on Transocean, see "Business of Transocean" on page 135.

GlobalSantaFe Corporation
15375 Memorial Drive
Houston, Texas 77079
Phone: (281) 925-6000

        GlobalSantaFe is an offshore oil and gas drilling contractor, owning or operating a modern and diversified fleet of 59 marine drilling rigs, composed of 43 cantilevered jackup rigs, 11 semisubmersibles and three drillships, as well as two additional semisubmersibles that are operated for third parties under a joint venture agreement. GlobalSantaFe also has one semisubmersible rig under construction and has announced that it has entered into an agreement for the construction of an ultra-deepwater drillship. GlobalSantaFe provides offshore oil and gas contract drilling services to the oil and gas industry worldwide on a dayrate basis. GlobalSantaFe also provides oil and gas drilling management services on either a dayrate or completed-project, fixed-price (or "turnkey") basis, as well as drilling engineering and drilling project management services, and it participates in oil and gas exploration and production activities.

        For further information on GlobalSantaFe, see "Business of GlobalSantaFe" on page 136.

Transocean Worldwide Inc.
4 Greenway Plaza
Houston, Texas 77046
Phone: (713) 232-7500

        Transocean Worldwide Inc. is a direct wholly owned subsidiary of Transocean recently formed for the purpose of effecting the Merger.

The Shareholder Meetings (pages 38 and 42)

        The meeting of Transocean's shareholders will be held on November 9, 2007, at 1:00 p.m., Cayman Islands time, at the Grand Cayman Marriott, Grand Cayman, Cayman Islands.

        The meeting of GlobalSantaFe's shareholders will be held on November 9, 2007, at 1:00 p.m., Cayman Islands time, at the Grand Cayman Marriott, Grand Cayman, Cayman Islands.

        The record date for Transocean's shareholders entitled to receive notice of and to vote at Transocean's shareholder meeting was the close of business on October 1, 2007. On that date, approximately 290,802,547 Transocean ordinary shares were outstanding and entitled to vote at the meeting.

5


        The record date for GlobalSantaFe's shareholders entitled to receive notice of and to vote at GlobalSantaFe's shareholder meeting was the close of business on October 1, 2007. On that date, approximately 225,525,454 GlobalSantaFe ordinary shares were outstanding and entitled to vote at the meeting.

Transocean Votes Required for Approval of the Transocean Proposals (page 38)

        Each of the following Transocean proposals must be approved in order to complete the Transactions:

        As of September 14, 2007, Transocean directors and executive officers beneficially owned less than one percent of the outstanding Transocean ordinary shares, including outstanding options. These individuals have indicated that they intend to vote in favor of all of the Transocean proposals. In addition, Siem Industries, Inc., an affiliate of Kristian Siem, a director of Transocean, holds 1,423,720 Transocean ordinary shares. Siem Industries has indicated that it intends to vote its shares in favor of all of the Transocean proposals.

Recommendation to Transocean's Shareholders (page 54)

        Transocean's board of directors has approved the Reclassification, the issuance of Transocean ordinary shares in connection with the Merger, and the amendment and restatement of the memorandum of association and the articles of association of Transocean and recommends that the holders of Transocean ordinary shares vote "FOR" each of the Transocean proposals.

Opinion of Goldman, Sachs & Co. (page 58)

        On July 21, 2007, Goldman, Sachs & Co. ("Goldman Sachs") delivered its oral opinion (which was subsequently confirmed in writing) to the Transocean board of directors to the effect that, as of such date and based upon and subject to the factors and assumptions set forth therein, and after taking into consideration the Reclassification, in the aggregate the 0.4757 Transocean ordinary shares and the $22.46 in cash to be paid by Transocean in respect of each GlobalSantaFe ordinary share pursuant to the merger agreement was fair from a financial point of view to Transocean.

        The full text of the written opinion of Goldman Sachs is attached to this document as Annex B. You are encouraged to, and should, read the opinion in its entirety.

GlobalSantaFe Votes Required for Approval of the GlobalSantaFe Proposal (page 42)

        Under Cayman Islands law, the affirmative vote of a majority in number of the GlobalSantaFe ordinary shareholders present and voting on the proposal, whether in person or by proxy, representing 75% or more in value of the ordinary shares present and voting on the proposal, whether in person or by proxy, at a shareholders' vote mandated by the Grand Court of the Cayman Islands is required to approve the Merger. This vote will be

6


conducted during the first part of the GlobalSantaFe shareholders' meeting.

        In order to complete the Transactions, GlobalSantaFe's articles of association require that the proposal must also be approved by a simple majority of the GlobalSantaFe shares casting votes on the proposal during a separate vote at which a quorum is present. This vote will be conducted immediately following the court-mandated vote at the GlobalSantaFe shareholders' meeting.

        As of September 14, 2007, GlobalSantaFe directors and executive officers beneficially owned less than one percent of the outstanding GlobalSantaFe ordinary shares, including outstanding options and stock appreciation rights. These individuals have indicated that they intend to vote in favor of the GlobalSantaFe proposal.

Recommendation to GlobalSantaFe's Shareholders (page 58)

        GlobalSantaFe's board of directors believes that the Merger is advisable and in the best interests of GlobalSantaFe and recommends that the holders of GlobalSantaFe ordinary shares vote "FOR" the GlobalSantaFe proposal.

Opinion of Lehman Brothers Inc. (page 67)

        In deciding to approve the Merger, GlobalSantaFe's board of directors received and considered the opinion of Lehman Brothers Inc. ("Lehman Brothers"), its financial advisor, that, as of the date of the opinion, the merger consideration to be offered to the GlobalSantaFe shareholders in the Merger is fair from a financial point of view to the holders of GlobalSantaFe ordinary shares. Lehman Brothers based its opinion on and delivered it subject to the assumptions, limitations and qualifications stated in the opinion.

        The full text of the written opinion of Lehman Brothers is attached as Annex C to this joint proxy statement. We encourage you to read the opinion carefully, as well as the description of the analyses and assumptions upon which the opinion was based.

Opinion of Simmons & Company International (page 74)

        In connection with the Merger, Simmons & Company International ("Simmons & Company") delivered a written opinion dated July 21, 2007, to the board of directors of GlobalSantaFe to the effect that, as of that date and based upon and subject to factors and assumptions set forth in its opinion, the merger consideration to be received by GlobalSantaFe's shareholders was fair to GlobalSantaFe's shareholders from a financial point of view. GlobalSantaFe's board of directors considered the opinion of Simmons & Company in deciding to approve the Merger.

        The full text of Simmons & Company's written opinion, dated July 21, 2007, is attached as Annex D to this joint proxy statement. Holders of GlobalSantaFe's ordinary shares are encouraged to read the opinion carefully in its entirety for a description of the procedures followed, assumptions made, matters considered and limitations on the scope of the review undertaken.

Overview of the Merger Agreement (page 115)

        The merger agreement is the document that governs the Transactions, although the Merger and Reclassification will be implemented by the schemes of arrangement. The merger agreement is attached as Annex A and the schemes of arrangement are attached as Annexes G and H to this joint proxy statement. We urge you to read these documents carefully.

        At the effective time of the Merger, GlobalSantaFe will merge with Transocean Worldwide Inc., a direct wholly owned subsidiary of Transocean ("Merger Sub"), by way of a scheme of arrangement qualifying as an amalgamation under Cayman Islands law, with Merger Sub being the surviving corporation.

        Immediately prior to the Merger, each outstanding ordinary share of Transocean will be reclassified by way of a scheme of arrangement under Cayman Islands law into 0.6996 Transocean ordinary shares and $33.03 in cash pursuant to the Reclassification.

7


        At the effective time of the Merger, each outstanding ordinary share of GlobalSantaFe will be exchanged for 0.4757 Transocean ordinary shares (after giving effect to the Reclassification) and $22.46 in cash.

        At the effective time of the Reclassification, each outstanding Transocean stock option will be adjusted in connection with the Transactions. Transocean deferred units and restricted shares will be exchanged for the same consideration for which each outstanding ordinary share of Transocean is exchanged in the Reclassification. However, the share consideration with respect to deferred unit and restricted share awards made between July 21, 2007 and the earlier of (1) the closing of the Transactions and (2) the termination of the merger agreement will remain subject to the vesting restrictions set forth in the applicable award agreement.

        At the effective time of the Merger, all outstanding GlobalSantaFe stock options and stock appreciation rights will be assumed by Transocean and converted into awards to receive Transocean ordinary shares. Each GlobalSantaFe restricted stock unit will be exchanged for the same consideration for which an ordinary share of GlobalSantaFe is exchanged in the Merger.

Conditions to the Transactions (page 128)

        The completion of the Transactions depends on a number of conditions, including the following:

8

        Each of the following is also a condition to the completion of the Transactions:

and either the failure to observe such waiting period or such claim, proceeding or action or such order described in the preceding three bullet points is reasonably likely to require either Transocean or GlobalSantaFe to dispose of assets or limit its freedom of action, except for such dispositions or limits that, in the reasonable good faith judgment of both Transocean and GlobalSantaFe, do not and are not reasonably likely to have a material adverse effect on Transocean or GlobalSantaFe, materially impair the benefits or advantages Transocean or GlobalSantaFe expect to receive from the Merger and the transactions contemplated by the merger agreement or have a material adverse effect on the business plan or business strategy for the combined company.

Termination of the Merger Agreement (page 131)

        The merger agreement may be terminated by the mutual written consent of Transocean and GlobalSantaFe. In addition, either Transocean or GlobalSantaFe may terminate the merger agreement if:

        The merger agreement may also be terminated by Transocean if:

9

        The merger agreement may also be terminated by GlobalSantaFe if:

Termination Fees and Expenses (page 133)

        GlobalSantaFe will be required to pay a $300 million termination fee if the merger agreement is terminated:

        Transocean will be required to pay a $300 million termination fee if the merger agreement is terminated:

10

        If the merger agreement is terminated by either party due to failure to obtain the requisite approval of a party's shareholders, and a termination fee is not otherwise payable upon such termination as described above, the party failing to obtain shareholder approval will be required to pay the termination fee where:

        If the merger agreement is terminated by either party due to the failure to obtain one party's shareholder approval or due to an adverse recommendation change by a party, and no termination fee is otherwise required to be paid under the merger agreement, then the party failing to obtain shareholder approval or whose board of directors made the adverse recommendation change will reimburse the other party for its third party costs and expenses in connection with the Transactions, up to a maximum of $30 million.

No Solicitation (page 119)

        The merger agreement contains detailed provisions prohibiting either party from seeking an alternative transaction. These "no solicitation" provisions generally prohibit either party from taking any action to solicit a competing proposal. The merger agreement does not, however, prohibit either party or its respective board of directors from considering, and potentially recommending, an unsolicited written proposal from a third party.

Interests of Certain Persons in the Transactions (page 81)

        In considering the boards' recommendations, shareholders should be aware that some officers and directors of Transocean and GlobalSantaFe may have interests in the Transactions that are different from, or in addition to, those of shareholders generally:

11

Regulatory Matters (page 109)

        Transocean and GlobalSantaFe have made appropriate filings to obtain clearances of the Merger from governmental regulators, including competition and antitrust authorities in the United States, the United Kingdom and Brazil.

        We are working to obtain the required regulatory clearances. Although we have been granted early termination of the waiting period under the HSR Act, we have not yet received all of the required clearances. We estimate that we will receive regulatory clearances in sufficient time to complete the Transactions by the end of 2007. However, we can give no assurance as to when or whether these clearances will be obtained or the terms and conditions that these clearances may impose.

Accounting Treatment and Considerations (page 95)

        Transocean will account for the Reclassification as a reverse stock split and dividend. Transocean will account for the Merger using the purchase method of accounting with Transocean treated as the acquiror. As the accounting acquiror, Transocean's assets and liabilities will remain at historical amounts.

        In applying purchase accounting, Transocean will record the assets and liabilities of GlobalSantaFe at their estimated fair values at the closing date of the Transactions with the excess of the purchase price over the sum of such fair values recorded as goodwill. The purchase price is calculated using the estimated number of Transocean ordinary shares to be issued in the Merger using the average trading price of Transocean ordinary shares for a period of time immediately before and after the Merger was announced, plus estimated cash consideration to be paid to GlobalSantaFe shareholders based on the number of

12


GlobalSantaFe ordinary shares estimated to be outstanding at the time of the Merger and cash consideration of $22.46 per share, plus estimated direct Merger costs and expenses and plus the estimated fair value of GlobalSantaFe stock options and SARs to be assumed by Transocean.

        The estimated dividend to Transocean shareholders is calculated based on the number of Transocean ordinary shares estimated to be outstanding at the time of the Reclassification.

Material U.S. Federal Income Tax Consequences (page 96)

        Transocean expects that the Reclassification will be treated as a stock redemption for U.S. federal income tax purposes. Assuming the Reclassification is treated as a stock redemption, then a shareholder who, actually or constructively, owns no GlobalSantaFe ordinary shares at the time of the Reclassification and the Merger should generally recognize gain or loss in an amount equal to the difference between the cash received from Transocean and the tax basis of the shares considered to be redeemed. However, alternative tax treatments are possible.

        The Merger is expected to qualify as a reorganization under section 368(a) of the Internal Revenue Code for U.S. federal income tax purposes. Assuming it does so qualify, GlobalSantaFe shareholders will generally recognize gain (but not loss) in an amount equal to the lesser of the cash received by the shareholder and the excess, if any, of (1) the sum of the cash and the fair market value of the Transocean ordinary shares received by the shareholder over (2) the shareholder's tax basis in the GlobalSantaFe ordinary shares exchanged in the Merger. Under certain circumstances this gain could be taxable as a dividend to the extent of the shareholder's ratable share of available earnings and profits.

        Please refer to "The Transactions—Material U.S. Federal Income Tax Consequences," beginning on page 96 of this joint proxy statement for a description of the material U.S. federal income tax consequences of the Reclassification to Transocean shareholders and the Merger to GlobalSantaFe shareholders. Determining the actual tax consequences to you of the Reclassification or Merger may be complex and will depend on your specific situation. You are urged to consult your tax adviser for a full understanding of the tax consequences of the Reclassification or Merger to you.

No Appraisal Rights (page 114)

        Under applicable law, none of the shareholders of Transocean or GlobalSantaFe has any right to an appraisal of the value of their shares or payment for them in connection with the Transactions.

Listing of Transocean Ordinary Shares (page 114)

        Transocean will apply to list the ordinary shares to be issued in the Transactions on the New York Stock Exchange.

Comparison of Rights of Shareholders (page 160)

        The rights of Transocean ordinary shareholders and GlobalSantaFe ordinary shareholders are governed by the Companies Law of the Cayman Islands and the memorandum of association and articles of association of the respective company. When the Transactions are completed, Transocean ordinary shareholders and GlobalSantaFe ordinary shareholders will both be Transocean ordinary shareholders, and their rights will be governed by the Companies Law of the Cayman Islands and Transocean's amended and restated memorandum of association and amended and restated articles of association. See pages 160 through 165 for more specific information.

Market Price and Dividend Information (page 142)

        Transocean ordinary shares and GlobalSantaFe ordinary shares are both listed on the New York Stock Exchange. On July 20, 2007, the last trading day before we announced the Transactions, Transocean ordinary shares closed at $109.97 per share and GlobalSantaFe ordinary shares closed at $74.74 per share. On October 1, 2007, the most recent practicable date before the

13


date of this joint proxy statement, Transocean ordinary shares closed at $114.21 per share and GlobalSantaFe ordinary shares closed at $77.35 per share. The market price of Transocean shares will fluctuate before and after the Transactions, but the consideration for Transocean and GlobalSantaFe shareholders in the Transactions is fixed. You should obtain current share price quotations for Transocean ordinary shares and GlobalSantaFe ordinary shares.

        GlobalSantaFe paid quarterly cash dividends of $0.225 per ordinary share from the first quarter of 2006 until the second quarter of 2007. Transocean does not generally pay cash dividends. Each of Transocean and GlobalSantaFe is prohibited from declaring cash dividends under the terms of the merger agreement. The bridge loan facility contains covenants that will restrict the combined company's ability to pay dividends during any period in which borrowings are outstanding. The new board of directors of Transocean will decide whether to pay quarterly cash dividends after the completion of the Transactions.

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Transocean Selected Historical Financial Data

        The following table presents selected consolidated financial data for Transocean. Transocean derived the statement of operations data for each of the years in the five-year period ended December 31, 2006, and the balance sheet data as of December 31, 2006, 2005, 2004, 2003 and 2002, from its audited consolidated financial statements. Transocean derived the statement of operations data for the six months ended June 30, 2007 and 2006, and the balance sheet data as of June 30, 2007 and 2006, from its unaudited consolidated financial statements. Transocean prepared its unaudited consolidated financial statements on the same basis as its audited consolidated financial statements and included all adjustments, consisting of normal recurring adjustments, that Transocean considers necessary for a fair presentation of its financial position and results of operations for the unaudited periods. The historical financial information may not be indicative of Transocean's future performance. Results of operations for the six months ended June 30, 2007, may not be indicative of the results of operations that may be achieved for the entire year. The data should be read in conjunction with the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in Transocean's Annual Report on Form 10-K for the year ended December 31, 2006, and in Transocean's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, and Transocean's financial statements, related notes and other financial information incorporated by reference in this joint proxy statement.

 
   Six months ended June 30,
   Years ended December 31,
  
 
   2007
   2006
   2006
   2005(a)
   2004(b)
   2003
   2002(c)
  
 
   (In millions, except per share data and percentages)

  
Statement of Operations Data:                                            
Operating revenues   $ 2,762   $ 1,671   $ 3,882   $ 2,892   $ 2,614   $ 2,434   $ 2,674  
Operating income (loss)     1,333     573     1,641     720     328     240     (2,310 )
Income (loss) before cumulative effect of changes in accounting principles     1,102     455     1,385     716     152     18     (2,368 )
Cumulative effect of changes in accounting principles     —     —     —     —     —     1     (1,364 )
Net income (loss)     1,102     455     1,385     716     152     19     (3,732 )
Basic earnings (loss) per share:                                            
  Income (loss) before cumulative effect of changes in accounting principles   $ 3.81   $ 1.40   $ 4.42   $ 2.19   $ 0.47   $ 0.06   $ (7.42 )
  Cumulative effect of changes in accounting principles     —     —     —     —     —     —     (4.27 )
  Net income (loss)   $ 3.81   $ 1.40   $ 4.42   $ 2.19   $ 0.47   $ 0.06   $ (11.69 )
Diluted earnings (loss) per share:                                            
  Income (loss) before cumulative effect of changes in accounting principles   $ 3.67   $ 1.36   $ 4.28   $ 2.13   $ 0.47   $ 0.06   $ (7.42 )
  Cumulative effect of changes in accounting principles     —     —     —     —     —     —     (4.27 )
  Net income (loss)   $ 3.67   $ 1.36   $ 4.28   $ 2.13   $ 0.47   $ 0.06   $ (11.69 )
Balance Sheet Data (at end of period):                                            
Total assets   $ 12,149   $ 10,555   $ 11,476   $ 10,457   $ 10,758   $ 11,663   $ 12,665  
Debt due within one year     18     95     95     400     19     46     1,048  
Long-term debt     3,046     1,501     3,200     1,197     2,462     3,612     3,630  
Total shareholders' equity     7,478     7,904     6,836     7,982     7,393     7,193     7,141  
Dividends per share     —     —     —     —     —     —   $ 0.06  
Other Financial Data:                                            
Cash provided by operating activities   $ 1,261   $ 444   $ 1,237   $ 864   $ 600   $ 525   $ 939  
Cash provided by (used in) investing activities     (717 )   (73 )   (415 )   169     551     (445 )   (45 )
Cash used in financing activities     (566 )   (534 )   (800 )   (1,039 )   (1,174 )   (820 )   (533 )
Capital expenditures(d)     755     276     876     182     127     494     141  
Operating margin     48 %   34 %   42 %   25 %   13 %   10 %   n/m  

"n/m" means not meaningful due to loss on impairments of long-lived assets.

(a)
In May 2005 and June 2005, respectively, Transocean completed a public offering and a sale of TODCO common stock pursuant to Rule 144 under the Securities Act (respectively referred to as the "May Offering" and the "June Sale"). After

15

(b)
Transocean consolidated TODCO in its financial statements as a business segment through December 16, 2004, and that portion of TODCO that Transocean did not own was reported as minority interest in its consolidated statements of operations and balance sheet. As a result of the conversion of the TODCO class B common stock into class A common stock, Transocean's ownership and voting interest declined to approximately 22%, and Transocean no longer consolidated TODCO in its financial statements but accounted for its remaining investment using the equity method of accounting. Transocean recorded a gain of $142 million, net of $167 million of non-cash charges, in 2004 related to the disposition of TODCO shares.

(c)
In 2002, in accordance with Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets, Transocean recorded an impairment of goodwill in the amount of $2,876 million.

(d)
Capital expenditures are also included in "Cash provided by (used in) investing activities."

16


GlobalSantaFe Selected Historical Financial Data

        The following table presents selected consolidated financial data for GlobalSantaFe. GlobalSantaFe derived the statement of operations data for each of the years in the five-year period ended December 31, 2006, and the balance sheet data as of December 31, 2006, 2005, 2004, 2003 and 2002, from its audited consolidated financial statements. GlobalSantaFe derived the statement of operations data for the six months ended June 30, 2007 and 2006, and the balance sheet data as of June 30, 2007 and 2006, from its unaudited consolidated financial statements. GlobalSantaFe prepared its unaudited condensed consolidated financial statements on the same basis as its audited consolidated financial statements and included all adjustments, consisting of normal recurring adjustments, that GlobalSantaFe considers necessary for a fair presentation of its financial position and results of operations for the unaudited periods. The historical financial information may not be indicative of GlobalSantaFe's future performance. Results of operations for the six months ended June 30, 2007, may not be indicative of the results of operations that may be achieved for the entire year. The data should be read in conjunction with the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in GlobalSantaFe's Annual Report on Form 10-K for the year ended December 31, 2006, and in GlobalSantaFe's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, and GlobalSantaFe's financial statements, related notes and other financial information incorporated by reference in this joint proxy statement.

 
   Six months ended June 30,
   Years ended December 31,
  
 
   2007
   2006
   2006
   2005
   2004
   2003
   2002
  
 
   (In millions, except per share data)

  
Statement of Operations:                                            
Operating revenues   $ 1,977   $ 1,453   $ 3,313   $ 2,264   $ 1,724   $ 1,808   $ 1,870  
Operating income     801     457     1,110     464     134     126     306  
Income from continuing operations     711     411     1,006     423     32     114     262  
Income from discontinued operations, net of tax effect(a)     6     —     —     —     112     15     16  
Net income     717     411     1,006     423     144     129     278  
Basic earnings per share:                                            
  Income from continuing operations   $ 3.11   $ 1.68   $ 4.19   $ 1.76   $ 0.13   $ 0.49   $ 1.12  
  Income from discontinued operations     0.02     —     —     —     0.48     0.06     0.07  
  Net income   $ 3.13   $ 1.68   $ 4.19   $ 1.76   $ 0.61   $ 0.55   $ 1.19  
Diluted earnings per share:                                            
  Income from continuing operations   $ 3.06   $ 1.65   $ 4.13   $ 1.73   $ 0.13   $ 0.49   $ 1.11  
  Income from discontinued operations     0.03     —     —     —     0.48     0.06     0.07  
  Net income   $ 3.09   $ 1.65   $ 4.13   $ 1.73   $ 0.61   $ 0.55   $ 1.18  
Balance Sheet Data (at end of period):                                            
Total assets   $ 6,783   $ 6,165   $ 6,220   $ 6,222   $ 5,998   $ 6,150   $ 5,829  
Debt due within one year(b)     2     9     9     10     361     10     2  
Long-term debt(b)     746     560     639     574     586     1,231     942  
Total shareholders' equity     5,170     4,914     4,847     4,958     4,466     4,328     4,234  
Dividends per share   $ 0.450   $ 0.450   $ 0.900   $ 0.600   $ 0.225   $ 0.175   $ 0.130  
Other Financial Data:                                            
Cash provided by operating activities   $ 818   $ 411   $ 985   $ 591   $ 225   $ 400   $ 551  
Cash provided by (used in) investing activities     (214 )   (155 )   (140 )   (448 )   14     (619 )   (404 )
Cash provided by (used in) financing activities     (292 )   (487 )   (1,071 )   (188 )   (344 )   254     (48 )
Capital expenditures(c)(d)     290     258     510     397     453     466     574  
Operating margin     41 %   31 %   34 %   20 %   8 %   7 %   16 %
(a)
In 2004, GlobalSantaFe sold its land drilling business for a total sales price of $317 million, recognizing a gain of $113 million, net of taxes. As a result of this sale, results of land drilling operations have been reclassified from contract drilling results to "Income from discontinued operations, net of tax effect" for all periods presented.

(b)
Includes capital lease obligations.

(c)
Capital expenditures are also included in "Cash provided by (used in) investing activities."

(d)
Capital expenditures include $11 million, $31 million, $14 million, $50 million, $64 million, $17 million and $19 million of capital expenditures related primarily to GlobalSantaFe's rig building program that had been accrued but not paid as of June 30, 2007 and 2006 and December 31, 2006, 2005, 2004, 2003 and 2002, respectively.

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Selected Unaudited Pro Forma Condensed Combined Financial Information

        We have included the following unaudited pro forma condensed combined summary financial information only for the purposes of illustration, and it does not necessarily indicate what the operating results or financial position would have been if the Transactions had been completed at the dates indicated. Moreover, this information does not necessarily indicate what the future operating results or financial position of the combined company will be.

        You should read this unaudited pro forma condensed combined summary financial information in conjunction with the "Unaudited Pro Forma Condensed Combined Financial Statements" and the notes thereto beginning on page 143 and the historical consolidated financial statements of Transocean and GlobalSantaFe incorporated by reference in this joint proxy statement. This unaudited condensed pro forma combined statement of operations data does not reflect adjustments to reflect any cost savings or other operational efficiencies that may be realized as a result of the Transactions or any future merger-related restructuring or integration expenses.

 
   Six months ended
June 30, 2007
   Year ended
December 31, 2006
 
   (in millions, except per share data)
Statement of Operations Data:            
  Operating revenues   $ 5,144   $ 7,911
  Operating income     2,202     2,788
  Income from continuing operations     1,387     1,473
  Basic earnings per share     4.46     4.42
  Diluted earnings per share     4.33     4.29

 
 
June 30, 2007
 
   (in millions)
Balance Sheet Data:      
  Total assets   $ 33,793
  Debt due within one year     15,018
  Long-term debt     3,782
  Total shareholders' equity     10,244

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Unaudited Comparative Per Share Data

        The following table compares the earnings, cash dividends and book value per share data for Transocean and GlobalSantaFe on a historical, pro forma combined and per share equivalent basis.

        You should read the information below together with the historical financial statements and related notes incorporated by reference in this document and with the "Unaudited Pro Forma Condensed Combined Financial Statements" and related notes included elsewhere in this joint proxy statement. See "Where You Can Find More Information" on page 170. The unaudited pro forma data is for informational purposes only. The companies may have performed differently had they always been combined. You should not rely on the pro forma data as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience after the Transactions.

 
    
    
   GlobalSantaFe
 
    
   Combined
company
unaudited
pro forma
per share data(b)
 
   Transocean
historical
per share data,
as reported(a)
   Historical
per share data
   Equivalent
unaudited
pro forma
per share data(c)
Six months ended June 30, 2007 (unaudited):                        
Earnings per share from continuing operations:                        
  Basic   $ 3.81   $ 4.46   $ 3.11   $ 2.12
  Diluted     3.67     4.33     3.06     2.06
Dividends per share     —     —     0.45     —
Book value per share (at the end of the period)   $ 25.88   $ 33.05   $ 22.78   $ 15.37

Year ended December 31, 2006:
 
 
 
 
 
 
 
 
 
 
 
 
Earnings per share from continuing operations:                        
  Basic   $ 4.42   $ 4.42   $ 4.19   $ 2.10
  Diluted     4.28     4.29     4.13     2.04
Dividends per share     —     —     0.90     —
(a)
As a result of the Reclassification, Transocean will restate its historical shares outstanding and earnings per share in accordance with accounting principles generally accepted in the U.S. Restated shares outstanding will be calculated based on the reverse stock split ratio of 0.6996 for each share outstanding, in accordance with the merger agreement. Restated historical per share amounts are expected to be as follows:

 
   Six months ended
June 30, 2007
   Year ended
December 31, 2006
Earnings per share:            
  Basic   $ 5.46   $ 6.32
  Diluted     5.25     6.10
Book value per share (at the end of the period)   $ 36.99     N/A
(b)
The combined company's pro forma data includes the effect of the Transactions as described in the notes to the unaudited pro forma condensed combined financial statements.

(c)
The GlobalSantaFe equivalent unaudited pro forma per share data represents the combined company's unaudited pro forma per share data multiplied by the exchange ratio of 0.4757.

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RISK FACTORS

        In addition to the other information contained in this joint proxy statement and the documents incorporated by reference, including, without limitation, Transocean's Annual Report on Form 10-K for the year ended December 31, 2006 and GlobalSantaFe's Annual Report on Form 10-K for the year ended December 31, 2006, you should carefully consider the following risk factors before you decide how to vote on the proposals.


Risks Relating to the Transactions

        The value of the Transocean ordinary shares to be received in the Transactions will fluctuate.

        The merger agreement does not contain any provisions for adjustment of the consideration and does not provide for rights of termination by either party based upon fluctuations in the market price of the Transocean ordinary shares before the completion of the Transactions. Because no adjustment will be made to the consideration, the market value of the Transocean ordinary share consideration to be received by Transocean and GlobalSantaFe shareholders in connection with the Transactions cannot presently be determined and will vary based upon the market price of Transocean ordinary shares at the time the Transactions are completed. These variations may be the result of:

        GlobalSantaFe's shareholders are urged to obtain current market quotations for their shares and for Transocean ordinary shares.

        Failure to complete, or delays in completing, the Transactions could negatively impact the market price of the Transocean and GlobalSantaFe ordinary shares and financial results of Transocean and GlobalSantaFe.

        Completion of the proposed Transactions is subject to various conditions, including, among others, approval by shareholders of Transocean and GlobalSantaFe and obtaining regulatory clearances and financing sufficient to enable Transocean to deliver the cash consideration to the shareholders of Transocean and GlobalSantaFe payable by virtue of the Transactions. If these or other conditions are not satisfied or if there is a delay in the satisfaction of such conditions, then Transocean and GlobalSantaFe may not be able to complete the Transactions timely or at all, and such failure or delay

20

may have other adverse consequences. If the Transactions are not completed or are delayed, Transocean and GlobalSantaFe will be subject to a number of risks, including:

        While the Transactions are pending, Transocean and GlobalSantaFe may experience diminished productivity due to the impact of the Transactions on their current and prospective employees, key management, customers, suppliers and business partners.

        Management of Transocean and GlobalSantaFe may be required to devote substantial time to activities related to the Transactions, which could otherwise be devoted to pursuing other beneficial business opportunities. Furthermore, current and prospective employees of Transocean and GlobalSantaFe may be uncertain about their future roles and relationships with the companies following the completion of the Transactions. This focus of management on the Transactions and employee uncertainty may also affect the productivity of Transocean and GlobalSantaFe or adversely affect each company's ability to attract and retain key management and employees.

        Customers and business partners may not be as willing to continue to do business with Transocean or GlobalSantaFe on the same or similar terms or may delay or defer decisions relating to their business relationships with Transocean or GlobalSantaFe pending the completion of the Transactions, which could materially and adversely affect each company's business and results of operations. In addition, the merger agreement generally restricts Transocean and GlobalSantaFe, without the other party's consent, from taking actions outside the ordinary course of business or from taking other specified actions until the Merger occurs or the merger agreement terminates. These restrictions may prevent Transocean and GlobalSantaFe from taking actions that each might otherwise consider beneficial.

        Until the Transactions are completed or the merger agreement is terminated, under certain circumstances, neither Transocean nor GlobalSantaFe will be able to enter into a merger or business combination with another party on favorable terms because of restrictions in the merger agreement.

        Unless and until the merger agreement is terminated, subject to specified exceptions (which are discussed in more detail under "The Merger Agreement"), Transocean and GlobalSantaFe are restricted from soliciting, initiating or knowingly encouraging any inquiry, proposal or offer for an alternative transaction with any person. Transocean and GlobalSantaFe may terminate the merger agreement and enter into an agreement with respect to a superior proposal only if specified conditions have been satisfied, including compliance by the terminating party in all material respects with these non-solicitation provisions, allowing the other party seven days (or five days with respect to any material revision) to propose an adjustment to the terms and conditions of the merger agreement and paying a $300 million termination fee. These restrictions could affect the structure, pricing and other terms proposed by other parties seeking to enter into an alternate transaction with Transocean or GlobalSantaFe and, as a result of these restrictions, neither Transocean nor GlobalSantaFe may be able

21


to enter into an agreement with respect to an alternative transaction on more favorable terms without incurring potentially significant liability to the other.

        As a result of the Transactions, Transocean's overall debt level will increase, and it may lose the ability to obtain future financing and lose its competitive advantage.

        As a result of the Transactions, Transocean's overall debt level will increase from approximately $3.1 billion at June 30, 2007, to approximately $18.8 billion at such date on a pro forma basis after giving effect to the Transactions. After the completion of the Transactions, Transocean's level of debt and other obligations could have significant adverse consequences on the business and future prospects of the combined company, including the following:

        Transocean may not be successful in refinancing the bridge loan facility, and the terms of any refinancing may not be favorable to Transocean.

        The bridge loan facility has a maturity of one year. Although Transocean expects to refinance this debt on more favorable terms after the Transactions, such refinancing is subject to conditions in the credit markets, which are currently volatile, and there can be no assurance that Transocean will be successful in refinancing the debt or that the terms of the refinancing will be favorable to Transocean, which could adversely affect the combined company's results of operations or financial condition.

        Transocean's overall debt level following the Transactions and/or its inability to refinance the bridge loan facility on favorable terms could lead the credit rating agencies to lower the corporate credit ratings of Transocean following the Transactions below currently expected levels and possibly below investment grade.

        Market conditions could prohibit Transocean from refinancing the bridge loan facility at favorable rates and terms, which could limit its ability to efficiently repay debt and could cause Transocean to maintain a high level of leverage or issue debt with unfavorable terms and conditions. This leverage level could lead the credit rating agencies to downgrade the credit ratings of Transocean following the Transactions below currently expected levels and possibly to non-investment grade levels. Such ratings levels could negatively impact current and prospective customers' willingness to transact business with Transocean. Suppliers may lower or eliminate the level of credit provided through payment terms when dealing with Transocean thereby increasing the need for higher levels of cash on hand, which would decrease Transocean's ability to repay the debt balances as the parties currently anticipate.

        The anticipated benefits of combining the companies may not be realized, and there may be difficulties in integrating the operations of Transocean and GlobalSantaFe.

        Transocean and GlobalSantaFe entered into the merger agreement with the expectation that the Transactions would result in various benefits, including, among other things, synergies, cost savings and operating efficiencies. See "The Transactions—Transocean's Reasons for the Transactions" and "The Transactions—GlobalSantaFe's Reasons for the Transactions." The combined company may not achieve these benefits at the levels expected or at all. If the combined company fails to achieve these expected

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benefits, the results of operations and the enterprise value of the combined company may be adversely affected.

        Prior to the consummation of the Transactions, Transocean and GlobalSantaFe will continue to operate as separate companies. The combined company may not be able to integrate the operations of Transocean and GlobalSantaFe without a loss of employees, customers or suppliers, a loss of revenues, an increase in operating or other costs or other difficulties. In addition, the combined company may not be able to realize the operating efficiencies, synergies, cost savings or other benefits expected from the Transactions. Any unexpected delays incurred in connection with the integration could have an adverse effect on the combined company's business, results of operations or financial condition.

        Transocean and GlobalSantaFe will incur significant transaction and merger-related integration costs in connection with the Transactions.

        Transocean and GlobalSantaFe expect to incur costs associated with consummating the Transactions and integrating the operations of the two companies of approximately $372 million. These costs include investment banking, financing, legal and accounting fees and expenses, SEC filing fees, printing expenses, mailing expenses and other related charges, severance and retention costs, change in control costs, and benefit plan harmonization costs. These amounts are preliminary estimates that are subject to change. A portion of these costs will be incurred regardless of whether the Transactions are completed.

        Some of the directors and executive officers of Transocean and GlobalSantaFe have interests in the Transactions that are different from the interests of the shareholders of Transocean and GlobalSantaFe.

        When considering the recommendation of the Transocean board of directors with respect to the Reclassification, the issuance of Transocean ordinary shares in the Merger and the amendment and restatement of Transocean's memorandum of association and articles of association, Transocean shareholders should be aware that some directors and executive officers of Transocean have interests in the Transactions that are different from, or in addition to, the interests of the shareholders of Transocean. These interests include (1) their designation as directors or officers of the combined company, (2) the fact that the completion of the Transactions will result in the acceleration of vesting of equity-based awards held by directors and executive officers and certain cash-based awards held by executive officers, (3) the fact that certain executive officers of Transocean are participants under Transocean's Executive Change of Control Severance Benefit that will entitle them to cash payments and other benefits if the Transactions are completed and their employment is terminated or if the executive resigns for good reason, as defined in the policy and (4) their indemnification by Transocean.

        When considering the recommendation of the GlobalSantaFe board of directors with respect to the Merger, GlobalSantaFe shareholders should be aware that some directors and officers of GlobalSantaFe have interests in the Transactions that are different from, or in addition to, the interests of the shareholders of GlobalSantaFe. These interests include (1) their designation as directors or executive officers of the combined company, (2) the fact that shareholder approval of the Merger or, in some cases, the completion of the Transactions, will result in the acceleration of vesting of equity-based awards held by directors and executive officers, (3) the fact that certain executive officers of GlobalSantaFe have entered into change of control agreements with GlobalSantaFe that will entitle them to cash payments and other benefits if the Transactions are completed and their employment is terminated or if the executive terminates his or her employment for good reason, as defined in the agreements, and (4) their indemnification by Transocean.

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        Shareholders should consider these interests in conjunction with the recommendation of the directors of Transocean and GlobalSantaFe of approval of the Transactions. These interests have been described more fully in "The Transactions—Interests of Certain Persons in the Transactions."

        Transocean is subject to anti-takeover provisions.

        Transocean's articles of association contain provisions that could prevent or delay an acquisition of the company by means of a tender offer, a proxy contest or otherwise. These provisions may also adversely affect prevailing market prices for Transocean's ordinary shares. These provisions, among other things:

        Upon completion of the Transactions, in addition to the foregoing, the Transocean board of directors will be comprised of seven persons designated by Transocean and seven persons designated by GlobalSantaFe (or their replacements designated by the applicable group of directors) for two years after the date of the completion of the Transactions. Under the amended and restated articles of association of Transocean that will be in effect after the completion of the Transactions, at each annual general meeting held during the two years following the completion of the Transactions, each such director whose term expires during such period will be nominated for re-election (or another person selected by the applicable group of directors will be nominated for election) to the Transocean board of directors.

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        See "Description of Share Capital of Transocean" beginning on page 154 and "Comparison of Rights of Shareholders" beginning on page 160.


Risks Relating to the Business of the Combined Company Following the Completion of Transactions

        The business of the combined company depends on the level of activity in the offshore oil and gas industry, which is significantly affected by volatile oil and gas prices and other factors.

        The combined company's business depends on the level of activity in oil and gas exploration, development and production in market sectors worldwide, with the U.S. and international offshore areas being the combined company's primary market sectors. Oil and gas prices and market expectations of potential changes in these prices significantly affect this level of activity. However, higher commodity prices do not necessarily translate into increased drilling activity since customers' expectations of future commodity prices typically drive demand for the combined company's rigs. Also, increased competition for customers' drilling budgets could come from, among other areas, land-based energy markets in Africa, Russia, other former Soviet Union States, the Middle East and Alaska. The availability of quality drilling prospects, exploration success, relative production costs, the stage of reservoir development and political and regulatory environments also affect customers' drilling campaigns. Worldwide military, political and economic events have contributed to oil and gas price volatility and are likely to do so in the future. Oil and gas prices are extremely volatile and are affected by numerous factors, including the following:

        The combined company's industry will be highly competitive and cyclical, with intense price competition.

        The offshore contract drilling industry is highly competitive with numerous industry participants, none of which has a dominant market share. Drilling contracts are traditionally awarded on a competitive bid basis. Intense price competition is often the primary factor in determining which qualified contractor is awarded a job, although rig availability and the quality and technical capability of service and equipment may also be considered. Mergers among oil and natural gas exploration and production companies have reduced the number of available customers.

        This industry has historically been cyclical and is impacted by oil and gas price levels and volatility. There have been periods of high demand, short rig supply and high dayrates, followed by periods of low demand, excess rig supply and low dayrates. Changes in commodity prices can have a dramatic effect on rig demand, and periods of excess rig supply intensify the competition in the industry and often result in rigs being idle for long periods of time. The combined company may be required to idle rigs or enter into lower rate contracts in response to market conditions in the future.

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        During prior periods of high utilization and dayrates, industry participants have increased the supply of rigs by ordering the construction of new units. This has typically resulted in an oversupply of drilling units and has caused a subsequent decline in utilization and dayrates, sometimes for extended periods of time. There are numerous high-specification rigs and jackups under contract for construction and mid-water semisubmersibles that are being upgraded to enhance their operating capability. The entry into service of these new and upgraded units will increase supply and could curtail a further strengthening of dayrates, or reduce them, as rigs are absorbed into the active fleet. Any further increase in construction of new drilling units would likely exacerbate the negative impact on utilization and dayrates. Lower utilization and dayrates in one or more of the regions in which the combined company will operate could adversely affect the combined company's revenues and profitability. Prolonged periods of low utilization and dayrates could also result in the recognition of impairment charges on certain classes of the combined company's drilling rigs or goodwill balance if future cash flow estimates, based upon information available to management at the time, indicate that the carrying value of these rigs, or the goodwill balance, may not be recoverable.

        The combined company's business involves numerous operating hazards.

        The combined company's operations will be subject to the usual hazards inherent in the drilling of oil and gas wells, such as blowouts, reservoir damage, loss of production, loss of well control, punch-throughs, craterings, fires and natural disasters such as hurricanes and tropical storms. The occurrence of these events could result in the suspension of drilling operations, damage to or destruction of the equipment involved and injury or death to rig personnel. The combined company will also be subject to personal injury and other claims of rig personnel as a result of its drilling operations. Operations also may be suspended because of machinery breakdowns, abnormal drilling conditions, failure of subcontractors to perform or supply goods or services, or personnel shortages. In addition, offshore drilling operations are subject to perils peculiar to marine operations, including capsizing, grounding, collision and loss or damage from severe weather. Damage to the environment could also result from the combined company's operations, particularly through oil spillage or extensive uncontrolled fires. The combined company may also be subject to property, environmental and other damage claims by oil and gas companies. The combined company's insurance policies and contractual rights to indemnity may not adequately cover losses, and it will not have insurance coverage or rights to indemnity for all risks.

        Consistent with standard industry practice, the combined company's clients generally assume, and indemnify it against, well control and subsurface risks under dayrate contracts. These are risks associated with the loss of control of a well, such as blowout or cratering, the cost to regain control or redrill the well and associated pollution. However, there can be no assurance that these clients will necessarily be financially able to indemnify the combined company against all these risks. Also, the combined company may be effectively prevented from enforcing these indemnities because of the nature of its relationship with some of its larger clients.

        Transocean has maintained and the combined company is expected to maintain broad insurance coverage, including coverage for property damage, occupational injury and illness, and general and marine third-party liabilities. Property damage insurance covers against marine and other perils, including losses due to capsizing, grounding, collision, fire, lightning, hurricanes and windstorms (excluding named storms in the U.S. Gulf of Mexico, for which we generally have no coverage), action of waves, punch-throughs, cratering, blowouts and explosion. However, the combined company may maintain large self-insured deductibles for damage to its offshore drilling equipment and third-party liabilities similar to Transocean's current coverage. Prior to the Transactions, Transocean has generally maintained a $125 million per occurrence insurance deductible on hull and machinery (subject to an aggregate annual deductible of $250 million), a $10 million per occurrence deductible on personal injury liability for crew claims ($5 million for non-crew claims) and a $5 million per occurrence

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deductible on third-party property damage. In addition to the per occurrence deductibles described above, Transocean also has an aggregate deductible of $50 million in the case of its personal injury liability and third-party property damage coverage that is applied to any occurrence in excess of the per occurrence deductible until the aggregate deductible is exhausted. These deductibles are significantly higher than those under GlobalSantaFe's current coverages. Transocean does not generally have coverage for losses due to hurricanes in the U.S Gulf of Mexico and war perils worldwide. Transocean generally insures all of its offshore drilling rigs against property damage, except for U.S Gulf of Mexico windstorm risk and war perils worldwide and subject to self-insured deductibles as described above; however, the amount of such insurance may be less than the related impact on enterprise value after a loss.

        The combined company's insurance coverage will not in all situations provide sufficient funds to protect it from all liabilities that could result from its drilling operations. The combined company's coverage will include annual aggregate policy limits. As a result, the combined company will retain the risk through self-insurance for any losses in excess of these limits. Although GlobalSantaFe currently maintains loss of hire coverage, the combined company may not carry insurance for loss of revenue and certain other claims may not be reimbursed by insurance carriers. Any such lack of reimbursement may cause the combined company to incur substantial costs. In addition, the combined company could decide to retain substantially more risk through self-insurance.

        Failure to obtain and retain key personnel could hurt the combined company's operations.

        The combined company will require highly skilled personnel to operate and provide technical services and support for its drilling units and drilling management services. Competition for the labor required for drilling operations, including for turnkey drilling and drilling management services businesses and construction projects, has intensified as the number of rigs activated, added to worldwide fleets or under construction has increased, leading to shortages of qualified personnel in the industry and creating upward pressure on wages and possibly higher turnover. If turnover increases, the combined company could see a reduction in the experience level of its personnel, which could lead to higher downtime and more operating incidents, which in turn could decrease revenues and increase costs. In response to these labor market conditions, Transocean and GlobalSantaFe are increasing efforts in their recruitment, training, development and retention programs as required to meet the combined company's anticipated personnel needs. If these labor trends continue, the combined company may experience further increases in costs or limits on operations.

        Labor costs and the operating restrictions under which the combined company will operate could increase as a result of collective bargaining negotiations and changes in labor laws and regulations.

        Some of the employees and contracted labor of Transocean and GlobalSantaFe work under collective bargaining agreements, and most of these employees and contracted labor work in the United Kingdom, Nigeria and Norway. Many of these represented individuals are working under agreements that are subject to salary negotiation in 2007. These negotiations could result in higher personnel expenses, other increased costs or increased operating restrictions. Additionally, the unions in the United Kingdom are seeking an interpretation of the Offshore Working Directive, which was recently extended to include U.K. offshore workers, that could result in higher labor costs and undermine the combined company's ability to obtain a sufficient number of skilled workers in the United Kingdom.

        Shipyard projects and other operations are subject to delays and cost overruns.

        Between them, Transocean and GlobalSantaFe have committed to a total of six deepwater newbuild rig projects and Transocean has committed to two Sedco 700-series rig upgrades. In addition, Transocean and GlobalSantaFe are independently discussing other potential newbuild opportunities with several of their respective oil and gas company clients. The combined company will also have a

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variety of other more limited shipyard projects at any given time. These shipyard projects are subject to the risks of delay or cost overruns inherent in any such construction project resulting from numerous factors, including the following:

        These factors may contribute to cost variations and delays in the delivery of the combined company's upgraded and newbuild units and other rigs undergoing shipyard projects. Delays in the delivery of these units would result in delay in contract commencement, resulting in a loss of revenue to the combined company, and may also cause customers to terminate or shorten the term of the drilling contract for the rig pursuant to applicable late delivery clauses. In the event of termination of one of these contracts, the combined company may not be able to secure a replacement contract on as favorable terms.

        The operations of the combined company will also rely on a significant supply of capital and consumable spare parts and equipment to maintain and repair its fleet. It will also rely on the supply of ancillary services, including supply boats and helicopters. Recently, Transocean and GlobalSantaFe have experienced increased delivery times from vendors due to increased drilling activity worldwide and the increase in construction and upgrade projects, and have also experienced a tightening in the availability of ancillary services. Transocean is in the process of replacing its primary global logistics provider, which may result in delays and disruptions, and potentially increased costs, in some operations. Shortages in materials, delays in the delivery of necessary spare parts, equipment or other materials, or the unavailability of ancillary services could negatively impact the future operations of the combined company and result in increases in rig downtime, and delays in the repair and maintenance of its fleet.

        A loss of a major tax dispute or a successful challenge to the combined company's tax structure could result in a significant loss or in a higher tax rate on the combined company's worldwide earnings or both.

        The combined company will be a Cayman Islands company and also will operate through various subsidiaries around the world. The combined company's income taxes will be based upon the applicable tax laws and tax rates in effect in the countries in which it will operate and upon how it is structured in these countries. Its income tax returns will be subject to review and examination in such countries. The combined company will not recognize the benefit of income tax positions it believes are more likely than not to be disallowed upon challenge by a tax authority. If any tax authority successfully challenges the combined company's operational structure, intercompany pricing policies, the tax presence of key combined company entities in certain countries, or if the terms of certain income tax treaties are changed in a manner that is adverse to the combined company's structure, or if the combined company loses a material dispute in any country, particularly in the United States and Norway, its effective tax

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rate on its worldwide earnings could increase substantially and its financial results could be materially adversely affected.

        A change in tax laws, treaties or regulations, or their interpretation, of any country in which the combined company operates could result in a higher or lower tax rate on its worldwide earnings.

        The combined company will operate worldwide through its various subsidiaries in a number of countries throughout the world. Consequently, the combined company will be subject to tax laws, treaties and regulations in and between the countries in which it operates. A change in those tax laws, treaties or regulations could result in a higher or lower effective tax rate on the combined company's worldwide earnings.

        One such treaty is currently in the process of being renegotiated. This renegotiation will likely result in a change in the terms of the treaty that is adverse to the combined company's structure, which in turn would increase its effective tax rate, and such increase could be material. We are monitoring the progress of the treaty renegotiation with a view to determining what, if any, steps are appropriate to mitigate any potential negative impact. The combined company may not be able to fully, or partially, mitigate any negative impact of this treaty renegotiation or any other future changes in treaties.

        Various proposals have been made in recent years that, if enacted into law, could have an adverse impact on the combined company. Examples include, but are not limited to, proposals that would broaden the circumstances in which a non-U.S. company would be considered U.S. resident and a proposal that could limit treaty benefits on certain payments by U.S. subsidiaries to non-U.S. affiliates. Such legislation, if enacted, could cause a material increase in the combined company's tax liability and effective tax rate.

        The combined company's non-U.S. operations will involve additional risks not associated with its U.S. operations.

        The combined company will operate in various regions throughout the world, which may expose it to political and other uncertainties, including risks of:

        The combined company will be protected to a substantial extent against loss of capital assets, but generally not loss of revenue, from most of these risks through indemnity provisions in its drilling contracts. Effective May 1, 2007, Transocean's assets are generally not insured against risk of loss due to perils such as terrorist acts, civil unrest, expropriation, nationalization and acts of war. Pollution and environmental risks generally are not totally insurable. If a significant accident or other event occurs and is not fully covered by insurance or an enforceable or recoverable indemnity from a client, it could adversely affect the combined company's consolidated financial position, results of operations or cash flows.

        Many governments favor or effectively require the awarding of drilling contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. These practices may adversely affect the combined company's ability to compete.

        The combined company's non-U.S. contract drilling operations will be subject to various laws and regulations in countries in which the combined company will operate, including laws and regulations relating to the equipment and operation of drilling units, currency conversions and repatriation, oil and gas exploration and development and taxation of offshore earnings and earnings of expatriate personnel. Governments in some foreign countries have become increasingly active in regulating and

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controlling the ownership of concessions and companies holding concessions, the exploration for oil and gas and other aspects of the oil and gas industries in their countries. In addition, government action, including initiatives by OPEC, may continue to cause oil or gas price volatility. In some areas of the world, this governmental activity has adversely affected the amount of exploration and development work done by major oil companies and may continue to do so.

        Another risk inherent in the combined company's operations is the possibility of currency exchange losses where revenues are received and expenses are paid in nonconvertible currencies. The combined company may also incur losses as a result of an inability to collect revenues because of a shortage of convertible currency available in the country of operation.

        Failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines, criminal penalties, drilling contract terminations and an adverse effect on the combined company's business.

        In June 2007, GlobalSantaFe's management retained independent outside counsel to conduct an internal investigation of its Nigerian and West African operations, focusing on brokers who handled customs matters with respect to its affiliates operating in those jurisdictions and whether those brokers have fully complied with the U.S. Foreign Corrupt Practices Act ("FCPA") and local laws. GlobalSantaFe commenced its investigation following announcements by other oilfield service companies that they were independently investigating the FCPA implications of certain actions taken by third parties in respect of customs matters in connection with their operations in Nigeria, as well as another company's recently announced settlement implicating a third party handling customs matters in Nigeria. In each case, the customs broker was reported to be Panalpina Inc., whom GlobalSantaFe used to obtain temporary import permits for its rigs operating offshore Nigeria. GlobalSantaFe voluntarily disclosed its internal investigation to the U.S. Department of Justice (the "DOJ") and the U.S. Securities and Exchange Commission (the "SEC") and, at their request, has expanded its investigation to include the activities of its customs brokers in other West African countries and the activities of one customs broker worldwide. The investigation is focusing on whether the brokers have fully complied with the requirements of their contracts, local laws and the FCPA. GlobalSantaFe's legal representatives are keeping the DOJ and SEC apprised of the scope and details of their investigation and producing relevant information in response to their requests. The audit committee of GlobalSantaFe's board of directors has had unfettered access to the independent outside counsel, and the general counsel and outside counsel have provided periodic updates to the committee during its meetings and to the chairman of the committee between such meetings as circumstances warrant. Should the investigation not be concluded prior to the effective date of the Transactions, it is anticipated that the independent outside counsel will begin formally reporting directly to the audit committee of the combined company. GlobalSantaFe cannot predict at this time the ultimate outcome of the investigation, the effect of implementing any further measures that may be necessary to ensure full compliance with applicable laws or to what extent, if at all, it could be subject to fines, sanctions or other penalties.

        On July 25, 2007, Transocean's legal representatives met with the DOJ in response to a notice Transocean received requesting such a meeting regarding its engagement of Panalpina Inc. for freight forwarding and other services in the United States and abroad. The DOJ has informed Transocean that it is conducting an investigation of alleged FCPA violations by oil service companies who used Panalpina, Inc. and other brokers in Nigeria and other parts of the world. Transocean began developing an investigative plan which would allow it to promptly review and produce relevant and responsive information requested by the DOJ.

        Subsequently, Transocean expanded the investigation to include one of Transocean's agents for Nigeria. The investigation is being conducted by outside counsel who reports directly to the Audit Committee of Transocean's board of directors. The investigation has focused on whether the customs brokers and agent have fully complied with the terms of their respective agreements, the FCPA and

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local laws. Transocean has prepared and presented an investigative plan to the DOJ and has informed the SEC of the ongoing investigation. Transocean cannot predict the ultimate outcome of the investigation, the effect of implementing any further measures that may be necessary to ensure full compliance with applicable laws or to what extent, if at all, it could be subject to fines, sanctions or other penalties.

        The GlobalSantaFe and Transocean investigations include a review of amounts paid to and by customs brokers in connection with the obtaining of permits for the temporary importation of vessels and the clearance of goods and materials. These permits and clearances are necessary in order for GlobalSantaFe and Transocean to operate their vessels in certain jurisdictions. There is a risk that either GlobalSantaFe or Transocean may not be able to obtain import permits or renew temporary importation permits in West African countries, including Nigeria, in a manner that complies with the FCPA. As a result, either GlobalSantaFe or Transocean may not have the means to renew temporary importation permits for rigs located in the relevant jurisdictions as they expire or to send goods and equipment into those jurisdictions, in which event such company may be forced to terminate the pending drilling contracts and relocate the rigs or leave the rigs in these countries and risk permanent importation issues, either of which could have an adverse effect on their or the combined company's financial results. In addition, termination of drilling contracts could result in damage claims by customers.

        The combined company's operating and maintenance costs will not necessarily fluctuate in proportion to changes in operating revenues.

        The combined company's operating and maintenance costs will not necessarily fluctuate in proportion to changes in operating revenues. Operating revenues may fluctuate as a function of changes in dayrate. However, costs for operating a rig are generally fixed or only semi-variable regardless of the dayrate being earned. In addition, should the combined company's rigs incur idle time between contracts, the combined company typically will not de-man those rigs because it will use the crew to prepare the rig for its next contract. During times of reduced activity, reductions in costs may not be immediate as portions of the crew may be required to prepare rigs for stacking, after which time the crew members are assigned to active rigs or dismissed. In addition, as the combined company's rigs are mobilized from one geographic location to another, the labor and other operating and maintenance costs can vary significantly. In general, labor costs increase primarily due to higher salary levels and inflation. Equipment maintenance expenses fluctuate depending upon the type of activity the unit is performing and the age and condition of the equipment. Contract preparation expenses vary based on the scope and length of contract preparation required and the duration of the firm contractual period over which such expenditures are amortized.

        The combined company's drilling contracts may be terminated due to a number of events.

        The combined company's customers may terminate or suspend some of its term drilling contracts without paying a termination fee under various circumstances such as the loss or destruction of the drilling unit, downtime or impaired performance caused by equipment or operational issues, some of which will be beyond the combined company's control, or sustained periods of downtime due to force majeure events. Suspension of drilling contracts results in loss of the dayrate for the period of the suspension. If the combined company's customers cancel some of its significant contracts and the combined company is unable to secure new contracts on substantially similar terms, it could adversely affect the combined company's results of operations. In reaction to depressed market conditions, customers may also seek renegotiation of firm drilling contracts to reduce their obligations.

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        The combined company will be subject to litigation that, if not resolved in its favor and not sufficiently insured against, could have a material adverse effect on the combined company.

        The combined company will be subject to a variety of litigation and may be sued in additional cases. Certain subsidiaries of GlobalSantaFe and, to a lesser extent, certain subsidiaries of Transocean, are named as defendants in numerous lawsuits alleging personal injury as a result of exposure to asbestos, silicosis, exposure to toxic fumes or other occupational diseases and medical issues that can remain undiscovered for a considerable amount of time. Some of these subsidiaries that have been put on notice of potential liabilities have no assets. Other subsidiaries are subject to litigation relating to environmental damage. GlobalSantaFe and Transocean cannot predict the outcome of these cases involving their respective subsidiaries or the potential costs to resolve them. Insurance may not be applicable or sufficient in all cases, insurers may not remain solvent, and policies may not be located. Suits against non-asset-owning subsidiaries have and may in the future give rise to alter ego or successor in interest claims against the combined company and its asset-owning subsidiaries to the extent a subsidiary is unable to pay a claim or insurance is not available or sufficient to cover the claims. To the extent that one or more pending or future litigation matters are not resolved in the combined company's favor and are not covered by insurance, a material adverse effect on the combined company's financial results and condition could result.

        Turnkey drilling operations expose the combined company to additional risks, which can adversely affect the combined company's profitability, because it assumes the risk for operational problems and the contracts are on a fixed-price basis.

        The combined company will conduct most of its drilling services under dayrate drilling contracts where the customer pays for the period of time required to drill or work over a well. However, GlobalSantaFe enters into, and, after the effective time, the combined company will enter into, a significant number of turnkey contracts each year. The combined company's compensation under turnkey contracts will depend on whether it successfully drills to a specified depth or, under some of the contracts, completes the well. Unlike dayrate contracts, where ultimate control is exercised by the customer, the combined company will be exposed to additional risks when serving as a turnkey drilling contractor because it makes all critical decisions. Under a turnkey contract, the amount of the combined company's compensation is fixed at the amount it bid to drill the well. Thus, the combined company will not be paid if operational problems prevent performance unless it chooses to drill a new well at its expense. Further, the combined company must absorb the loss if problems arise that cause the cost of performance to exceed the turnkey price. Given the complexities of drilling a well, it is not unusual for unforeseen problems to arise. The combined company will not generally be insured against risks of unbudgeted costs associated with turnkey drilling operations. By contrast, in a dayrate contract, the customer retains most of these risks. As a result of the additional risks the combined company will assume in performing turnkey contracts, costs incurred from time to time exceed revenues earned. Accordingly, in prior quarters, GlobalSantaFe incurred significant losses on certain of its turnkey contracts, and the combined company can expect that will continue to be the case in the future. Depending on the size of these losses, they may have a material adverse affect on the profitability of the combined company's turnkey drilling segment in a given period.

        Turnkey drilling operations are contingent on the combined company's ability to win bids and on rig availability, and the failure to win bids or obtain rigs for any reason may have a material adverse effect on the financial results of the combined company.

        The combined company's results of operations from its drilling management services segment may be limited by certain factors, including its ability to find and retain qualified personnel, to hire suitable rigs at acceptable rates, and to obtain and successfully perform turnkey drilling contracts based on competitive bids. The combined company's ability to obtain turnkey drilling contracts is largely

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dependent on the number of these contracts available for bid, which in turn is influenced by market prices for oil and natural gas, among other factors. Furthermore, the combined company's ability to enter into turnkey drilling contracts may be constrained from time to time by the availability of the combined company's or third-party drilling rigs. Constraints on the availability of rigs may cause delays in the combined company's drilling management projects and a reduction in the number of projects that the combined company can complete overall, which could have an adverse effect on the results of operations of the combined company's drilling management services business.

        Public health threats could have a material adverse effect on the combined company's operations and its financial results.

        Public health threats, such as the bird flu, Severe Acute Respiratory Syndrome, and other highly communicable diseases, outbreaks of which have already occurred in various parts of the world in which the combined company will operate, could adversely impact the combined company's operations, the operations of clients and the global economy, including the worldwide demand for oil and natural gas and the level of demand for the combined company's services. Any quarantine of personnel or inability to access the combined company's offices or rigs could adversely affect the combined company's operations. Travel restrictions or operational problems in any part of the world in which the combined company will operate, or any reduction in the demand for drilling services caused by public health threats in the future, may materially impact operations and adversely affect the combined company's financial results.

        Compliance with or breach of environmental laws can be costly and could limit the combined company's operations.

        The combined company's operations are subject to regulations controlling the discharge of materials into the environment, requiring removal and cleanup of materials that may harm the environment or otherwise relating to the protection of the environment. For example, as an operator of mobile offshore drilling units in navigable U.S. waters and some offshore areas, the combined company may be liable for damages and costs incurred in connection with oil spills related to those operations. Laws and regulations protecting the environment have become more stringent in recent years and may in some cases impose strict liability, rendering a person liable for environmental damage without regard to negligence. These laws and regulations may expose the combined company to liability for the conduct of or conditions caused by others or for acts that were in compliance with all applicable laws at the time they were performed. The application of these requirements or the adoption of new requirements could have a material adverse effect on the combined company's consolidated financial position, results of operations or cash flows.

        Transocean and GlobalSantaFe have generally been able to obtain some degree of contractual indemnification pursuant to which their clients agree to protect and indemnify them against liability for pollution, well and environmental damages; however, there is no assurance that the combined company can obtain such indemnities in all of its contracts or that, in the event of extensive pollution and environmental damages, its clients will have the financial capability to fulfill their contractual obligations to the combined company. Also, these indemnities may not be enforceable in all instances. In addition, the combined company may be effectively prevented from enforcing these indemnities because of the nature of its relationship with some of its larger clients.

        The combined company's ability to operate its rigs in the U.S. Gulf of Mexico could be restricted by governmental regulation.

        Hurricanes Ivan, Katrina and Rita caused damage to a number of rigs in the U.S. Gulf of Mexico fleet, and rigs that were moved off location by the storms may have damaged platforms, pipelines, wellheads and other drilling rigs during their movements. The Minerals Management Service of the

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U.S. Department of the Interior ("MMS") has conducted hearings and is undertaking studies to determine methods to prevent or reduce the number of such incidents in the future. The MMS issued guidelines requiring jackup drilling rigs operating in the U.S. Gulf of Mexico to operate during hurricane season with a greater air gap between the hull of the rig and the water, effectively reducing the water depth in which the rigs can operate. The regulations also require operators to conduct more stringent subjective risk assessments of the soil conditions in which the rigs operate in order to increase the survivability of rigs in hurricane conditions. These regulations limit the areas in which particular jackup rigs can operate and expose operators to greater risk of a contracted rig not being able to operate at a specified location, and may reduce the marketability of certain rigs or generally decrease the demand for jackup rigs during hurricane season. In 2006, the MMS issued interim guidelines requiring that semisubmersibles operating in the U.S. Gulf of Mexico assess their mooring systems against stricter criteria. In 2007 additional guidelines were issued which impose stricter criteria, requiring rigs to meet 25-year storm conditions. Although all of the combined company's semisubmersibles currently operating in the U.S. Gulf of Mexico meet the 2007 requirements, these guidelines may negatively impact the combined company's ability to operate other of its semisubmersibles in the U.S. Gulf of Mexico in the future. Moreover, the MMS may issue additional regulations that could increase the cost of operations or reduce the area of operations for the combined company's rigs in the future, thus reducing their marketability. Implementation of additional MMS regulations may subject it to increased costs or limit the operational capabilities of its rigs and could materially and adversely affect its operations in the U.S. Gulf of Mexico.

        World political events have resulted in military action in Afghanistan and Iraq and terrorist attacks and related unrest. Military action by the United States or other nations could escalate and further acts of terrorism may occur in the U.S. or elsewhere. Such acts of terrorism could be directed against companies such as the combined company. Such developments have caused instability in the world's financial and insurance markets in the past. In addition, these developments could lead to increased volatility in prices for crude oil and natural gas and could affect the markets for drilling services. Insurance premiums could increase and coverages may be unavailable in the future.

        U.S. government regulations may effectively preclude the combined company from actively engaging in business activities in certain countries. These regulations could be amended to cover countries where Transocean and GlobalSantaFe currently operate or where the combined company may wish to operate in the future.

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CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

        This joint proxy statement and the documents incorporated by reference in this joint proxy statement contain both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include the information concerning possible or assumed future results of operations of Transocean and GlobalSantaFe, including statements about the following subjects:


        Forward-looking statements in this joint proxy statement are identifiable by use of the following words and other similar expressions, among others:

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        The following factors could affect the future results of operations of Transocean or GlobalSantaFe and could cause those results to differ materially from those expressed in the forward-looking statements included in this joint proxy statement or incorporated by reference:

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        The above factors are in addition to those factors discussed:

        Any projection or estimate by Transocean or GlobalSantaFe that was furnished to their respective financial advisors, including those statements summarized herein, were made as of a date shortly before the date of the merger agreement and spoke only as of the date furnished and have not been updated. These estimates and projections were only intended to be used by such financial advisors for analysis of the Transactions and are not intended to provide guidance as to future results and should not be relied upon for that purpose.

        All subsequent written and oral forward-looking statements attributable to Transocean or GlobalSantaFe or to persons acting on their behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and neither Transocean nor GlobalSantaFe undertakes any obligation to publicly update or revise any forward-looking statements except as required by law.

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THE TRANSOCEAN MEETING

        Transocean is furnishing this joint proxy statement to its shareholders in connection with the solicitation of proxies by Transocean's board of directors for use at a meeting of its shareholders to consider the Reclassification, the issuance of Transocean ordinary shares in the Merger and the amendment and restatement of Transocean's memorandum of association and articles of association. Transocean is first mailing this joint proxy statement and accompanying form of proxy to its shareholders beginning on or about October 5, 2007.

        The Transocean shareholders meeting is comprised of two parts held consecutively at the same location. The first part of the meeting is a vote of Transocean shareholders convened pursuant to an order of the Grand Court of the Cayman Islands (the "Grand Court") dated September 29, 2007, in respect of the Reclassification. The second part of the meeting is a general meeting of Transocean shareholders convened pursuant to the provisions of Transocean's articles of association in respect of the issuance of Transocean ordinary shares in the Merger and the amendment and restatement of Transocean's memorandum of association and articles of association. The enclosed proxy card will be used at both parts of the meeting. For purposes of this joint proxy statement, references to "the Transocean meeting" or "the meeting of Transocean shareholders" and similar terms refer to actions taken at either part of the meeting.


Time, Date and Place

        The meeting of Transocean shareholders will be held on November 9, 2007, at 1:00 p.m., Cayman Islands time, at the Grand Cayman Marriott, Grand Cayman, Cayman Islands.


Purpose of the Transocean Meeting

        At the meeting, Transocean's board of directors will ask the shareholders to vote to approve:

        Transocean's board of directors has unanimously approved the Reclassification, the issuance of Transocean ordinary shares to GlobalSantaFe shareholders in the Merger, and the amendment and restatement of Transocean's memorandum of association and articles of association, and unanimously recommends that Transocean's shareholders vote "FOR" each proposal.


Record Date; Voting Rights; Vote Required for Approval

        The Transocean board has fixed the close of business on October 1, 2007, as the record date for the Transocean meeting.

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        Only holders of record of Transocean ordinary shares on the record date are entitled to notice of and to vote at the meeting. You will not be the holder of record of shares that you hold in "street name." Instead, the depository (for example, Cede & Co.) or other nominee will be the holder of record of such shares.

        On the record date of the Transocean meeting, approximately 290,802,547 Transocean ordinary shares were issued and entitled to be voted at the meeting. Each Transocean ordinary share entitles the holder to one vote.

        The presence, in person or by proxy, of the holders of a majority of the outstanding Transocean ordinary shares is necessary to constitute a quorum at the meeting for purposes of proposals (2) and (3) below. Abstentions, proxies returned without instructions and broker non-votes will count in the determination of shares present at the meeting for purposes of determining the presence of a quorum. There is no formal quorum requirement in respect of proposal (1).

        Assuming the presence of a quorum for purposes of proposals (2) and (3) below, the following shareholder votes are required to approve the indicated proposals at the meeting.

Proposal
   Vote "FOR" Required
(1) Reclassification of the Transocean ordinary shares   • a majority in number of the holders of the ordinary shares present and voting on the proposal, whether in person or by proxy, representing 75% or more in value of the ordinary shares present and voting on the proposal, whether in person or by proxy

(2)
Issuance of Transocean ordinary shares to GlobalSantaFe shareholders in the Merger
 
•
holders of shares representing at least a majority of votes cast on the proposal, provided that the total number of votes cast represents a majority of the votes entitled to be cast

(3)
Amendment and restatement of Transocean's memorandum of association and articles of association
 
•
holders of shares representing at least two-thirds of the votes cast on the proposal

        Proposal (1) must be approved by a majority in number of the holders of ordinary shares present and voting on the proposal, whether in person or by proxy, representing 75% or more in value of the ordinary shares present and voting on the proposal, whether in person or by proxy. For the purpose of calculating the "majority in number" requirement for the approval of proposal (1), each registered Transocean shareholder, present and voting in person or by proxy, will be counted as a single shareholder, regardless of the number of shares voted by that shareholder. If a registered Transocean shareholder elects to vote a portion of such holder's Transocean ordinary shares in favor of the proposal, and a portion against the proposal, then, subject to any reasonable objection that it may raise, that registered shareholder will be counted as one Transocean shareholder voting in favor of the proposal and as one Transocean shareholder voting against proposal (1), thereby effectively cancelling out that registered shareholder's vote for the purposes of the "majority in number" calculation.

        Approval of the proposals to approve the Reclassification, the issuance of Transocean ordinary shares to GlobalSantaFe shareholders in the Merger and the amendment and restatement of Transocean's memorandum of association and articles of association are conditions to the completion of the Transactions. These proposals, if approved, will be implemented only if the Transactions are completed.

        The directors and executive officers of Transocean have indicated that they intend to vote their shares in favor of all of the proposals. On the record date, directors and executive officers of

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Transocean and their affiliates beneficially owned less than one percent of the outstanding Transocean ordinary shares. In addition, Siem Industries, Inc., an affiliate of Kristian Siem, a director of Transocean, holds 1,423,720 ordinary shares of Transocean. Siem Industries has indicated that it intends to vote its shares in favor of all of the proposals.


Proxies

        All ordinary shares of Transocean represented by properly executed proxies received at or prior to the Transocean meeting and not revoked will be voted in accordance with the instructions indicated in those proxies.

        A properly executed proxy that is returned without instructions as to the vote desired on any or all of the proposals will be voted "FOR" each proposal. If any other matters properly come before the meeting, the persons named in the proxy card will vote the shares represented by all properly executed proxies in accordance with his best judgment, unless authority to do so is withheld in the proxy.

        Transocean's shareholders may abstain on any or all of the proposals, by marking "ABSTAIN" with respect to any or all of the proposals.

        Under New York Stock Exchange rules, brokers who hold shares in street name for customers have the authority to vote on "routine" proposals when they have not received instructions from beneficial owners, but are precluded from exercising their voting discretion with respect to proposals for "non-routine" matters. Proxies submitted by brokers without instructions from customers for these non-routine matters are referred to as "broker non-votes." Each of Transocean's proposals is a non-routine matter under NYSE rules.

        The following table shows the effect that a proxy without instructions, an abstention or a "broker non-vote" will have on the votes on Transocean's proposals.

 
  
   Effect on Vote
Proposal
   Proxy
Without
Instructions
   Abstention
   Broker
Non-Votes
(1) Reclassification of the Transocean ordinary shares   "FOR"   None(a)   None(a)
(2) Issuance of Transocean ordinary shares to GlobalSantaFe shareholders in the Merger   "FOR"   None(b)   None(b)
(3) Amendment and restatement of Transocean's memorandum of association and articles of association   "FOR"   None(c)   None(c)
(a)
An abstention or broker non-vote on this proposal has the effect of a vote not being cast with respect to the relevant shares in relation to the proposal. As a consequence, such shares will not be considered when determining whether the proposal has received the required approval by a majority in number of the holders of the Transocean ordinary shares present and voting on the proposal, whether in person or by proxy, representing 75% or more in value of the ordinary shares present and voting on the proposal, whether in person or by proxy.

(b)
As long as holders of shares representing a majority of the outstanding ordinary shares cast votes on this proposal, an abstention or broker non-vote on this proposal will not affect the voting on the proposal because the proposal requires the consent of shareholders, present and voting, entitled to exercise a majority of the votes cast. Otherwise, the effect of an abstention or broker non-vote is a vote "AGAINST" the proposal.

(c)
An abstention or broker non-vote on this proposal has the effect of a vote not being cast with respect to the relevant shares in relation to the proposal. As a consequence, such shares will not be considered when determining whether the proposal has received the required approval by holders of shares representing two-thirds of the votes cast on the proposal.

        A share with respect to which a shareholder is present in person or by proxy but abstains or is broker non-voted will be counted toward determining whether a quorum is present.

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        Transocean's shareholders may use the accompanying proxy card if they are unable or do not wish to attend the meeting in person, or if they wish to have their shares voted by proxy even though they do attend the meeting. Transocean's shareholders may revoke a proxy before it is voted by:

        If you do not appoint a proxy and you do not vote at the meeting, you will still be bound by the outcome. You are therefore strongly urged to attend and vote at the meeting in person or by proxy.

        Transocean and GlobalSantaFe will equally share the expenses incurred in connection with the printing and mailing of this joint proxy statement. All other costs of solicitation of proxies from holders of Transocean's ordinary shares will be paid by Transocean. In addition to solicitation by mail, Transocean will make arrangements with brokerage houses and other custodians, nominees and fiduciaries to send the proxy materials to beneficial owners, and Transocean will, upon request, reimburse those brokerage houses and custodians for their reasonable related expenses. Transocean has retained D.F. King & Co., Inc. for a fee of $17,500, plus expenses, to aid in the solicitation of proxies from Transocean shareholders and to verify certain records related to the solicitations. To the extent necessary in order to ensure sufficient representation at its meeting, Transocean or its proxy solicitor may solicit the return of proxies by personal interview, mail, telephone, facsimile, Internet or other means of electronic transmission. The extent to which this will be necessary depends upon how promptly proxies are returned. Transocean urges its shareholders to send in their proxies without delay.

        Transocean shareholders (including any beneficial owners of such shares that give voting instructions to a custodian or clearing house that subsequently votes on proposal (1)) who vote either for or against proposal (1) or who the Grand Court is satisfied have a substantial economic interest in the Transocean scheme of arrangement should note that they are entitled to appear in person or by counsel at the Grand Court hearing on November 20, 2007 at which Transocean will seek the sanction of the Reclassification. In addition, the Grand Court has wide discretion to hear from interested parties. Transocean has agreed that it will not object to the participation by any shareholder in the Grand Court hearing on the grounds that such person does not have a substantial economic interest in the relevant shares.

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THE GLOBALSANTAFE MEETING

        GlobalSantaFe is furnishing this joint proxy statement to its shareholders in connection with the solicitation of proxies by GlobalSantaFe's board of directors for use at a meeting of its shareholders to consider the Merger. GlobalSantaFe is first mailing this joint proxy statement and accompanying form of proxy to its shareholders beginning on or about October 5, 2007.

        The GlobalSantaFe shareholders meeting is comprised of two parts held consecutively at the same location. The first part of the meeting is comprised of a vote of GlobalSantaFe's shareholders convened pursuant to an order of the Grand Court dated September 29, 2007, in respect of the Merger (the "GlobalSantaFe court-mandated vote"). Under Cayman Islands law, such a court-mandated vote is required in order to approve a scheme of arrangement such as the Merger. In addition, because GlobalSantaFe's articles of association require the separate approval of an amalgamation, such as the Merger, by GlobalSantaFe's shareholders, there will be another vote taken during the second part of the meeting to approve the Merger, which vote will be conducted in accordance with the requirements of an extraordinary general meeting of GlobalSantaFe shareholders under GlobalSantaFe's articles of association (the "GlobalSantaFe general vote"). Under Cayman Islands law, GlobalSantaFe must hold two separate votes on the proposal as described below. The enclosed proxy card or any proxy that a shareholder of record submits via the Internet or telephone will be used at both parts of the meeting. For purposes of this joint proxy statement, references to "the GlobalSantaFe meeting," "the meeting of GlobalSantaFe shareholders" or similar terms refer to actions taken at either the GlobalSantaFe court-mandated vote or the GlobalSantaFe general vote unless the context requires otherwise.


Time, Date and Place

        The meeting of GlobalSantaFe's shareholders will be held on November 9, 2007, at 1:00 p.m., Cayman Islands time, at the Grand Cayman Marriott, Grand Cayman, Cayman Islands.


Purpose of the GlobalSantaFe Meeting

        During each part of the meeting, GlobalSantaFe's board of directors will ask its shareholders to vote to approve:

        GlobalSantaFe's board of directors has unanimously (with one director absent) approved the Merger and recommends that GlobalSantaFe's shareholders vote "FOR" the proposal.


Record Date; Voting Rights; Vote Required for Approval

        GlobalSantaFe has fixed the close of business on October 1, 2007, as the record date for the GlobalSantaFe meeting.

        Only holders of record of GlobalSantaFe ordinary shares on the record date are entitled to notice of and to vote at the GlobalSantaFe meeting. You will not be the holder of record of shares that you

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hold in "street name." Instead, the depository (for example, Cede & Co.) or other nominee will be the holder of record of such shares.

        On the record date, approximately 225,525,454 GlobalSantaFe ordinary shares were issued and entitled to be voted at the GlobalSantaFe meeting. Each GlobalSantaFe ordinary share entitles the holder to one vote.

        There is no formal quorum requirement in respect of the approval of the proposal in connection with the GlobalSantaFe court-mandated vote. The presence, in person or by proxy, of the holders of a majority of the outstanding GlobalSantaFe ordinary shares is necessary to constitute a quorum for purposes of the GlobalSantaFe general vote. Abstentions, proxies returned without instructions and broker non-votes will count in the determination of shares present at the GlobalSantaFe meeting for purposes of determining the presence of a quorum with respect to the GlobalSantaFe general vote.

        Assuming the presence of a quorum for purposes of the GlobalSantaFe general vote, the following votes are required to approve the proposal at the indicated part of the GlobalSantaFe meeting:

Part of Meeting
   Vote "FOR" Required
(1) First part—court-mandated vote   • a majority in number of the holders of ordinary shares present and voting on the proposal, whether in person or by proxy, representing 75% or more in value of the ordinary shares present and voting on the proposal, whether in person or by proxy

(2)
Second part—general vote
 
•
holders of shares representing at least a majority of votes cast on the proposal, provided that the total number of votes cast represents a majority of the votes entitled to be cast

        Proposal (1) must be approved by a majority in number of the holders of ordinary shares present and voting on the proposal, whether in person or by proxy, representing 75% or more in value of the ordinary shares present and voting on the proposal, whether in person or by proxy. For the purpose of calculating the "majority in number" requirement for the approval of proposal (1), each registered GlobalSantaFe shareholder, present and voting in person or by proxy, will be counted as a single shareholder, regardless of the number of shares voted by that shareholder. If a registered GlobalSantaFe shareholder elects to vote a portion of such holder's GlobalSantaFe ordinary shares in favor of the proposal, and a portion against the proposal, then, subject to any reasonable objection that it may raise, that registered shareholder will be counted as one GlobalSantaFe shareholder voting in favor of the proposal and as one GlobalSantaFe shareholder voting against proposal (1), thereby effectively cancelling out that registered shareholder's vote for the purposes of the "majority in number" calculation.

        Approval of the proposal at both parts of the meeting is a condition to the completion of the Transactions, including the Merger.

        In connection with the GlobalSantaFe general vote, the vote of each joint holder of record, whether in person or by proxy, is required in order for such joint holder's vote to be counted. In connection with the GlobalSantaFe court-mandated vote, the vote of each joint holder of record, whether in person or by proxy, will be sufficient for such joint holder's vote to be counted.

        The directors and executive officers of GlobalSantaFe have indicated that they intend to vote their shares in favor of the proposal. On the record date, directors and executive officers of GlobalSantaFe and their affiliates beneficially owned less than one percent of the outstanding GlobalSantaFe ordinary shares.

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Proxies

        All ordinary shares of GlobalSantaFe represented by properly executed proxies (including those given via the Internet or telephone) received in time to be voted at the GlobalSantaFe meeting and not revoked will be voted in accordance with the instructions indicated in those proxies.

        A properly executed proxy (including those given via the Internet or telephone) that is returned without instructions as to the vote desired on any or all of the proposals will be voted "FOR" the proposal at each part of the GlobalSantaFe meeting. If any other matters properly come before the meeting, the persons named in the proxy card will vote the shares represented by all properly executed proxies in accordance with his best judgment, unless authority to do so is withheld in the proxy.

        GlobalSantaFe's shareholders may abstain with respect to the proposal by marking "ABSTAIN."

        Under New York Stock Exchange rules, brokers who hold shares in street name for customers have the authority to vote on "routine" proposals when they have not received instructions from beneficial owners, but are precluded from exercising their voting discretion with respect to proposals for "non-routine" matters. Proxies submitted by brokers without instructions from customers for these non-routine matters are referred to as "broker non-votes." The GlobalSantaFe proposal is a non-routine matter under NYSE rules.

        The following table shows the effect that a proxy without instructions, an abstention or a "broker non-vote" will have on the votes on the GlobalSantaFe proposal at each part of the GlobalSantaFe meeting:

 
    
   Effect on Vote
 
   Part of Meeting
   Proxy Without Instructions
   Abstention
   Broker
Non-Votes
(1)   First part—court-mandated vote   "FOR"   None(a)   None(a)
(2)   Second part—general vote   "FOR"   None(b)   None(b)
(a)
For purposes of the GlobalSantaFe court-mandated vote, an abstention or broker non-vote on the proposal has the effect of a vote not being cast with respect to the relevant shares in relation to the proposal. As a consequence, such shares will not be considered when determining whether the proposal has received the required approval by a majority in number of the holders of the GlobalSantaFe ordinary shares present and voting on the proposal, whether in person or by proxy, representing 75% or more in value of the ordinary shares present and voting on the proposal, whether in person or by proxy.

(b)
For purposes of the GlobalSantaFe general vote, as long as holders of shares representing a majority of the outstanding ordinary shares are present and a majority of those shares present are voted in favor of this proposal, an abstention or broker non-vote on the proposal will not affect the voting on the proposal because the proposal requires the consent of GlobalSantaFe shareholders, present and voting, representing a majority of the votes cast. Otherwise, the effect of an abstention or broker non-vote is a vote "AGAINST" the proposal.

        A share with respect to which a shareholder is present in person or by proxy but abstains or is broker non-voted will be counted toward determining whether a quorum is present for purposes of the GlobalSantaFe general vote.

        GlobalSantaFe's shareholders may use the accompanying proxy card, or vote via the Internet or telephone as described on the enclosed proxy card, if they are unable or do not wish to attend the meeting in person, or if they wish to have their shares voted by proxy even though they do attend the meeting. GlobalSantaFe's shareholders may revoke a proxy before it is voted by:

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        If you do not appoint a proxy and you do not vote at the meeting, you will still be bound by the outcome. You are therefore strongly urged to attend and vote at the meeting in person or by proxy.

        GlobalSantaFe shareholders of record will have the option to submit their proxy cards or voting instruction cards electronically via the Internet or telephone. GlobalSantaFe shareholders of record may submit their proxies:

        Transocean and GlobalSantaFe will equally share the expenses incurred in connection with the printing and mailing of this joint proxy statement. All other costs of solicitation of proxies from holders of GlobalSantaFe's ordinary shares will be paid by GlobalSantaFe. In addition to solicitation by mail, GlobalSantaFe will make arrangements with brokerage houses and other custodians, nominees and fiduciaries to send the proxy materials to beneficial owners, and GlobalSantaFe will, upon request, reimburse those brokerage houses and custodians for their reasonable related expenses. GlobalSantaFe has retained Georegeson Inc. for a fee of $15,000, plus expenses, to aid in the solicitation of proxies from GlobalSantaFe shareholders and to verify certain records related to the solicitations. To the extent necessary in order to ensure sufficient representation at its meeting, GlobalSantaFe or its proxy solicitor may solicit the return of proxies by personal interview, mail, telephone, facsimile, Internet or other means of electronic transmission. The extent to which this will be necessary depends upon how promptly proxies are returned. GlobalSantaFe urges its shareholders to send in their proxies without delay.

        GlobalSantaFe shareholders (including any beneficial owners of such shares that give voting instructions to a custodian or clearing house that subsequently votes at the GlobalSantaFe court-mandated vote) who vote either for or against the proposal during the GlobalSantaFe court-mandated vote or who the Grand Court is satisfied have a substantial economic interest in the GlobalSantaFe scheme of arrangement should note that they are entitled to appear in person or by counsel at the Grand Court hearing on November 20, 2007 at which GlobalSantaFe will seek the sanction of the Merger. In addition, the Grand Court has wide discretion to hear from interested parties. GlobalSantaFe has agreed that it will not object to the participation by any shareholder in the Grand Court hearing on the grounds that such person does not have a substantial economic interest in the relevant shares.

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THE TRANSACTIONS

Background of the Merger

        From time to time, the senior management of each of Transocean and GlobalSantaFe has engaged in preliminary discussions with other industry participants regarding the possibility of various business combination transactions. These discussions have been regularly reported to the boards of directors of Transocean and GlobalSantaFe, respectively. The boards of directors and management of Transocean and GlobalSantaFe have also from time to time reviewed possible strategic alternatives, including opportunities with other offshore drilling contractors, with the objective of further enhancing value for their respective shareholders.

        During 2005 and early 2006, Robert L. Long, the Chief Executive Officer of Transocean, and Jon A. Marshall, the President and Chief Executive Officer of GlobalSantaFe, discussed the possibility of various transactions involving the two companies, including the dispositions of certain drilling units from each company to the other company and a potential all stock business combination between the two companies. The parties decided not to pursue a business combination between the two companies at the time, primarily due to the inability of the parties to agree on financial terms of the transaction.

        During the summer of 2006, Messrs. Long and Marshall discussed their views regarding a potential business combination of the two companies; however, the parties were unable to agree on financial terms of the transaction and terminated discussions in early August 2006.

        From time to time until late September 2006, Mr. Marshall held several discussions with the chief executive officer of another offshore drilling company, referred to herein as Company A, regarding the possibility of a business combination between GlobalSantaFe and Company A.

        On September 15, 2006, Mr. Marshall renewed the dialogue with Mr. Long regarding the possibility of a business combination of the two companies and discussed possible management personnel and board representation of a combined company.

        On October 4, 2006, Mr. Long and Mr. Marshall met to discuss the potential business combination, including possible financial terms, the potential form of consideration to be paid (i.e., cash, Transocean ordinary shares or a combination thereof) and management of the combined company.

        On October 12, 2006, Transocean's management discussed these matters with the Transocean board of directors, which instructed management to further analyze a possible transaction. Following the board meeting, representatives of Transocean consulted with Goldman Sachs regarding an analysis of a potential combination of the two companies.

        In late October 2006, another offshore drilling company, referred to herein as Company B, delivered to GlobalSantaFe a letter which indicated an interest in engaging in a business combination transaction. Thereafter, senior management of GlobalSantaFe had several conversations with senior management of Company B regarding the possibility of combining the companies.

        In November 2006, the board of directors of GlobalSantaFe empowered the Nominating and Governance Committee to work with management in exploring the possibility of a sale of GlobalSantaFe to a private equity firm. The committee authorized members of senior management to hold preliminary discussions with two private equity groups. These discussions did not result in an offer from either private equity group. Also in November 2006, GlobalSantaFe engaged Lehman Brothers to advise the GlobalSantaFe board of directors with respect to an analysis of strategic alternatives.

        On December 6, 2006, Transocean formally engaged Goldman Sachs as its financial advisor in connection with a possible business combination with GlobalSantaFe.

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        At a meeting of the board of directors of GlobalSantaFe held on December 7, 2006, GlobalSantaFe's senior management and Lehman Brothers reviewed with the board of directors of GlobalSantaFe various potential strategic alternatives, including possible business combinations with several competitors, including Transocean, a recapitalization and potential asset acquisitions.

        On December 7, 2006, at a Transocean board of directors meeting, management reviewed a potential business combination with GlobalSantaFe. The board discussed the potential combination and determined that the financial terms of the combination at the time were not compelling and concluded no transaction should be pursued at that time. Following the meeting, Mr. Long informed Mr. Marshall of the Transocean board's decision.

        In early February 2007, members of senior management of Company B again expressed to Mr. Marshall Company B's interest in acquiring GlobalSantaFe. Mr. Marshall advised Company B that he was not in a position to engage in discussions unless an acquisition proposal was made to GlobalSantaFe. Company B failed to make such an offer.

        Later in February of 2007, Mr. Marshall met with the chief executive officer of Company A to gauge Company A's interest in a business combination between the companies. The chief executive officer of Company A informed Mr. Marshall that the board of directors of Company A was not interested in pursuing a transaction.

        On February 26, 2007, GlobalSantaFe engaged Lehman Brothers in connection with the review by GlobalSantaFe of a business combination with Transocean. Thereafter, Lehman Brothers performed various financial analyses of a potential combination of Transocean and GlobalSantaFe under various structures and scenarios, including a possible GlobalSantaFe proposal to acquire Transocean.

        Subsequently, at the regularly scheduled March 2007 meeting of the board of directors of GlobalSantaFe, Mr. Marshall updated the board of directors of GlobalSantaFe on the discussions he had held since the last board meeting. In addition, management reviewed with the board the prospect of a leveraged acquisition of Transocean. Management also discussed further with the board the possibility of a leveraged recapitalization of GlobalSantaFe. Following the March 2007 board meeting, senior management of GlobalSantaFe, together with Skadden, Arps, Slate, Meagher & Flom LLP, GlobalSantaFe's outside counsel, and Lehman Brothers, continued to analyze a possible leveraged acquisition of Transocean.

        On March 21, 2007, Mr. Marshall again met with the chief executive officer of Company A, who reiterated that the board of directors of Company A was not interested in a transaction with GlobalSantaFe.

        On March 23, 2007, Messrs. Long and Marshall met and Mr. Marshall suggested that GlobalSantaFe was considering a proposal to acquire Transocean. Messrs. Long and Marshall also discussed other possible transaction scenarios, including a "merger of equals" stock transaction and an acquisition of GlobalSantaFe by Transocean.

        On March 29, 2007, Messrs. Long and Marshall met and Mr. Marshall asked if Transocean would be receptive to a cash offer by GlobalSantaFe to acquire Transocean. Mr. Long responded that if GlobalSantaFe made an offer, he would present it for consideration by the Transocean board at the regularly scheduled May 2007 board meeting.

        During April 2007, the senior management of GlobalSantaFe, together with Skadden and Lehman Brothers, continued to review the parameters of an offer for Transocean.

        Also during April 2007, Goldman Sachs began work on a financial analysis of a potential combination of Transocean and GlobalSantaFe under various structures and scenarios, including a possible GlobalSantaFe proposal to acquire Transocean. Transocean also consulted with Baker Botts L.L.P., Transocean's legal counsel, as to legal aspects relating to those matters.

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        On May 1, 2007, the board of directors of GlobalSantaFe held a special meeting to review a possible acquisition of Transocean. At the meeting, Lehman Brothers reviewed the financial aspects of an acquisition of Transocean with the GlobalSantaFe board of directors, and representatives of Skadden reviewed with the board certain legal aspects of such an acquisition. Lehman Brothers also advised the GlobalSantaFe board with respect to the ability of GlobalSantaFe to obtain financing for an acquisition of Transocean. The GlobalSantaFe board authorized a proposal by GlobalSantaFe to acquire Transocean for $106 per share in cash.

        On May 7, 2007, at a meeting between Messrs. Long and Marshall, Mr. Robert Rose, Chairman of the Board of Directors of GlobalSantaFe, and Mr. J. Michael Talbert, Chairman of the Board of Directors of Transocean, GlobalSantaFe delivered a letter by which GlobalSantaFe proposed to acquire Transocean in an all cash transaction at a price of $106 per Transocean ordinary share, with the possibility of an equity component of the consideration representing up to 25% of the total consideration. The letter indicated a willingness to discuss Transocean's management contribution to, board representation for and the name of the combined company. At that time, the parties discussed the merits of a merger of equals transaction.

        On the same day, following that meeting, Mr. Long and other representatives of Transocean met with representatives of Goldman Sachs and Baker Botts at Goldman Sachs' offices to discuss GlobalSantaFe's proposal. At this meeting, Goldman Sachs discussed both GlobalSantaFe's proposal and the possibility of a stock and cash merger transaction that involved significant borrowing by the combined company.

        On May 10, 2007, Transocean's board of directors met and considered GlobalSantaFe's proposal. At the meeting, Goldman Sachs reviewed the financial aspects of the GlobalSantaFe proposal to acquire Transocean with Transocean's board of directors and representatives of Baker Botts and Walkers, Transocean's Cayman Islands legal counsel, advised the board regarding its fiduciary duties. Goldman Sachs also reviewed with the Transocean board other combination structures, including the possible stock and cash merger transaction that would return cash to Transocean shareholders. After discussion and consultation with its legal and financial advisors, the board determined not to pursue the proposal, and concluded that Transocean shareholders would be better served by Transocean instead continuing to pursue its strategic plan as an independent company.

        On May 12, 2007, Mr. Long responded to GlobalSantaFe's May 7, 2007 letter. He indicated that Transocean's board of directors had determined not to pursue the GlobalSantaFe proposal. Nevertheless, Mr. Long indicated that a combination of the two companies could provide significant strategic benefit and the potential for the creation of increased value for shareholders. During the conversation, Mr. Marshall suggested the possibility of a transaction structured as a merger of equals and noted that he thought such a transaction was achievable.

        On May 17, 2007, Mr. Long updated certain members of the Transocean board of directors regarding the potential business combination with GlobalSantaFe.

        On May 20, 2007, Messrs. Long and Talbert met with Messrs. Marshall and Rose. Messrs. Long and Talbert responded to Mr. Marshall's suggestion of a possible merger of equals transaction and indicated that Transocean's board of directors might consider such a transaction with an exchange ratio based on current market prices for each company's ordinary shares if each company's shareholders also received proportionate cash consideration funded by approximately $15 billion of borrowings. The parties also discussed the management and board of directors of the combined company, including management succession issues.

        On a May 21, 2007 board conference call, Mr. Long informed the Transocean board of directors of the prior day's meeting with the GlobalSantaFe representatives.

        On May 22, 2007, Transocean instructed Baker Botts to begin preparing a draft merger agreement.

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        On May 25, 2007, Messrs. Long and Marshall met to discuss board representation and senior management positions of the combined company.

        Beginning the week of May 28, 2007, representatives of Goldman Sachs and representatives of Transocean had discussions regarding the possibility of affiliates of Goldman Sachs providing the financing required for the cash portion of the transaction. These discussions were subsequently extended to include GlobalSantaFe and Lehman Brothers as to the possibility of affiliates of Lehman Brothers also providing a portion of such required financing.

        On June 5, 2007, Messrs. Long and Marshall discussed by telephone potential board positions, board committee composition and the process for determining the market prices of each company's ordinary shares for purposes of establishing an exchange ratio based on those prices and whether the board of the combined company would have a vice chairman.

        In early June, Mr. Marshall again met with members of senior management of Company B. At that meeting, the Company B representatives informed Mr. Marshall that Company B was not interested in acquiring GlobalSantaFe, but would be willing to consider a sale of Company B to GlobalSantaFe.

        Subsequently, at the regularly scheduled June 2007 meeting of the board of directors of GlobalSantaFe, management, Skadden and Lehman Brothers updated the board of directors of GlobalSantaFe on the status of discussions with Transocean, as well as the opportunity to acquire Company B. In light of the GlobalSantaFe board's view of the greater benefits of the contemplated transaction with Transocean, GlobalSantaFe determined not to pursue an acquisition of Company B.

        On June 8, 2007, Messrs. Long and Marshall met and discussed representation on the combined company's board of directors, committee chairs, chairman and vice chairman of the board, management succession issues and the anticipated amount of a termination fee for the transaction. The parties were not able to reach agreement on these issues.

        On June 9, 2007, Messrs. Long and Marshall discussed these outstanding issues by telephone, but were again unable to reach a resolution.

        On June 21, 2007, Messrs. Long, Marshall, Talbert and Rose met to discuss and try to resolve the outstanding issues. During the meeting, they agreed to recommend to their respective boards of directors: (1) the exchange ratio would not include any premium and would be based on the closing price of each company's shares on the last trading day prior to signing the merger agreement, (2) Mr. Rose would serve as chairman of the board of the combined company, (3) Mr. Long would serve as Chief Executive Officer and Mr. Marshall would serve as President and Chief Operating Officer and (4) each company would have an equal number of board members and the right to designate a chairman for two of the four committees of the board of the combined company. During the meeting, they also confirmed the prior agreements to recommend to their respective board of directors, (a) the transaction would include at least a $15 billion aggregate cash payment to the companies' shareholders, (b) the name of the combined company would be Transocean Inc., (c) the corporate policies and procedures of Transocean immediately prior to the transaction would be the corporate policies and procedures of the combined company and (d) the corporate headquarters of Transocean would be the corporate headquarters of the combined company.

        On June 23, 2007, Baker Botts delivered a draft merger agreement and confidentiality and standstill agreement to GlobalSantaFe.

        On June 25, 2007, representatives of Skadden and Baker Botts discussed the terms of the confidentiality and standstill agreement.

        On June 26, 2007, representatives of Transocean and GlobalSantaFe and their respective financial and legal advisors met at the offices of Baker Botts and discussed the principal transaction terms,

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possible structures of the transaction, anticipated financing of the cash payment in the transaction, the process for each company to conduct due diligence and the anticipated process and timing for completing the transaction. During that meeting, the parties entered into a mutual confidentiality and standstill agreement. The parties set a target of July 21, 2007 as a possible date to execute a definitive merger agreement.

        On June 27, 2007, the board of directors of GlobalSantaFe held a special meeting, at which Mr. Marshall provided an update regarding the discussions with Transocean. From June 27, 2007, through July 21, 2007, representatives of GlobalSantaFe and Transocean and their respective legal and financial advisors negotiated the terms of the merger agreement, exchanged due diligence materials and met several times to discuss due diligence and financing matters.

        On July 20, 2007, the closing price of Transocean's ordinary shares was $109.97, and the closing price of GlobalSantaFe's ordinary shares was $74.74. Following the close of trading on that day, Mr. Long and Mr. Marshall agreed to recommend to their respective board of directors that in connection with the proposed Transactions each Transocean ordinary share be reclassified into 0.6996 Transocean ordinary shares and $33.03 in cash and each GlobalSantaFe ordinary share be exchanged in the Merger for 0.4757 Transocean ordinary shares and $22.46 in cash.

        On July 21, 2007, Transocean's board of directors met to consider the proposed Transactions. Transocean's management reviewed the strategic rationale and the anticipated benefits of the transaction to Transocean's shareholders, and presented an overview of the structure, terms and effects of the Transactions. Transocean's management also reviewed certain financial aspects of the Transactions and the results of the due diligence process. Representatives of Goldman Sachs reviewed with Transocean's board of directors the financial terms of the Transactions and presented certain financial analyses conducted with respect to the Transactions. Goldman Sachs then delivered its oral opinion (which was subsequently confirmed in writing) to the effect that, as of the date of the opinion and based upon and subject to the factors and assumptions set forth in the opinion, and after taking into account the Reclassification, in the aggregate the 0.4757 Transocean ordinary shares and the $22.46 in cash to be paid by Transocean in respect of each GlobalSantaFe ordinary share pursuant to the merger agreement was fair from a financial point of view to Transocean (see "—Opinion of Goldman, Sachs & Co."). Baker Botts and Walkers, Transocean's legal advisors, reviewed the terms of the proposed merger agreement and the fiduciary obligations of the board of directors relating to the transaction. Transocean's board unanimously approved the merger agreement and related amendments to the Transocean memorandum of association and articles of association and authorized the officers to enter into the merger agreement and related transactions.

        On July 21, 2007, the board of directors of GlobalSantaFe held a special meeting to consider further the strategic business combination between GlobalSantaFe and Transocean. At the meeting, GlobalSantaFe's management updated the board on the terms of the proposed transaction and the results of the due diligence process, and reviewed the strategic rationale and the anticipated benefits of the transaction to GlobalSantaFe's shareholders; and representatives of Skadden reviewed the terms of the proposed merger agreement and the fiduciary obligations of the board of directors when considering a strategic business combination with Transocean. Representatives of Lehman Brothers reviewed the financial terms of the Transactions and presented certain financial analyses conducted with respect to the Transactions, and each of Lehman Brothers and Simmons & Company rendered an oral opinion (as subsequently confirmed in writing in opinions dated July 21, 2007), that as of that date and based on and subject to the assumptions made, procedures followed, matters considered and limitations of review set forth in their respective opinions, the aggregate merger consideration to be received by GlobalSantaFe stockholders in the merger was fair from a financial point of view to such stockholders (see "—Opinion of Lehman Brothers Inc." and "—Opinion of Simmons & Company International"). Following discussions, the board of directors of GlobalSantaFe unanimously (with one director absent) approved the merger agreement, the merger, the other transactions contemplated by the merger

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agreement and resolved to recommend the approval and adoption by GlobalSantaFe's stockholders of the merger agreement.

        Following the board meetings, the merger agreement was finalized and on July 21, 2007, the parties signed the merger agreement. Both parties also signed the bridge loan facility commitment letters with affiliates of Goldman Sachs and Lehman Brothers. On July 23, 2007, Transocean and GlobalSantaFe issued press releases announcing the execution of the merger agreement.


Transocean's Reasons for the Transactions

        The Transocean board of directors believes that the Transactions will create value for its shareholders, expand and enhance the combined company's offshore drilling fleet and thus better position the combined company to address the growing and more technically challenging needs of its customers on a global basis, provide its customers with consistently high-quality service in all key offshore drilling areas of the world and create opportunities for its employees. At the same time, the Transactions will allow Transocean shareholders to receive $33.03 in cash for each Transocean ordinary share they own.

        In reaching its conclusion to approve the Transactions and recommend that Transocean's shareholders vote "FOR" the proposals, Transocean's board of directors consulted with members of management and its financial and legal advisors and considered many factors, including the following:

        The Transocean board of directors considered a number of factors pertaining to the strategic rationale for the Transactions as generally supporting its decision to enter into the merger agreement, including the following:

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        The Transocean board also considered a number of financial factors pertaining to the Transactions as generally supporting its decision to enter into the merger agreement, including the following:

        The Transocean board also considered a number of additional factors as generally supporting its decision to enter into the merger agreement, including the following:

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        The Transocean board also identified and considered a number of uncertainties, risks and other potentially negative factors, including the following:

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        The Transocean board also considered certain risks of GlobalSantaFe's business and operations, including the risks described in the "Risk Factors" section in GlobalSantaFe's Annual Report on Form 10-K and other filings with the SEC and in this joint proxy statement. Based on the due diligence process, the Transocean board determined that these risks were manageable as part of the ongoing business of the combined company.

        In determining that the Transactions were advisable and in the best interests of Transocean's shareholders, the board of directors of Transocean considered the enumerated factors as a whole and did not quantify or otherwise assign relative weights to the different factors. The Transocean board of directors views its recommendation as being based on the totality of the information presented to and considered by it. Individual directors may have given different weights to different factors. Moreover, the foregoing discussion of the reasons for the Transactions is not intended to be exhaustive.


Recommendations of Transocean's Board of Directors

        For the reasons discussed, Transocean's board of directors has determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of Transocean and its shareholders, has unanimously approved the merger agreement and the transactions contemplated by the merger agreement, and recommends that shareholders vote "FOR" approval of the Reclassification, the issuance of ordinary shares to the shareholders of GlobalSantaFe in the Merger and the amendment and restatement of Transocean's memorandum of association and articles of association.


GlobalSantaFe's Reasons for the Transactions

        The board of directors of GlobalSantaFe believes that the expanded and enhanced drilling fleet of the combined company will better position it to address the growing and more technically challenging needs of its customers on a global basis and provide its customers with consistently high quality service in all key drilling areas of the world. The GlobalSantaFe board of directors believes that the combined company will be a premier worldwide contract driller with the breadth and depth necessary to compete in today's international oil and natural gas drilling marketplace.

        In reaching its conclusion to approve the Merger and recommend that GlobalSantaFe shareholders vote "FOR" the proposals, GlobalSantaFe's board of directors consulted with members of management and GlobalSantaFe's legal and financial advisors and considered many factors, including the following:

        The GlobalSantaFe board of directors considered a number of factors pertaining to the strategic rationale for the Merger as generally supporting its decision to enter into the merger agreement, including the following:

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        The GlobalSantaFe board also considered a number of financial factors pertaining to the Merger as generally supporting its decision to enter into the merger agreement, including the following:

        The GlobalSantaFe board also considered a number of additional factors as generally supporting its decision to enter into the merger agreement, including the following:

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        The GlobalSantaFe board also identified and considered a number of uncertainties, risks and other potentially negative factors, including the following:

        In determining that the Merger is in the best interest of GlobalSantaFe and its shareholders, the GlobalSantaFe board of directors considered the enumerated factors as a whole and did not quantify or otherwise assign relative weights to the different factors or determine that any factor was of particular importance. The GlobalSantaFe board of directors views its recommendation as being based on the totality of the information presented to and considered by it. The GlobalSantaFe board of directors

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considered all these factors and determined that these factors, as a whole, supported the conclusions and recommendations described below. Individual directors may have given different weights to different factors. Moreover, the foregoing discussion of the reasons for the Merger is not intended to be exhaustive.

        It should be noted that this explanation of the GlobalSantaFe board of directors' reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read along with the factors discussed under the heading "Cautionary Information Regarding Forward-Looking Statements."


Recommendation of GlobalSantaFe's Board of Directors

        GlobalSantaFe's board of directors has unanimously determined (with one director absent) that the merger agreement and the transactions contemplated thereby are advisable and are fair to, and in the best interests of, GlobalSantaFe and its shareholders, and recommends that its shareholders vote "FOR" the proposals.


Opinion of Goldman, Sachs & Co.

        Transocean retained Goldman Sachs as its financial advisor in connection with the Merger.

        In this capacity Goldman Sachs rendered its opinion to Transocean's board of directors that, as of July 21, 2007, and based upon and subject to the factors and assumptions set forth therein, and after taking into consideration the Reclassification, in the aggregate the 0.4757 Transocean ordinary shares and the $22.46 in cash to be paid by Transocean in respect of each GlobalSantaFe ordinary share pursuant to the merger agreement was fair from a financial point of view to Transocean.

        The full text of the written opinion of Goldman Sachs, dated July 21, 2007, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B and is incorporated by reference in this joint proxy statement. You should read the opinion in its entirety. Goldman Sachs provided its opinion for the information and assistance of Transocean's board of directors in connection with its consideration of the transactions contemplated by the merger agreement. The Goldman Sachs opinion is not a recommendation as to how any holder of Transocean ordinary shares should vote with respect to the Merger, the Reclassification or any other matter.

        In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

        Goldman Sachs also held discussions with members of the senior management of Transocean and GlobalSantaFe regarding their assessment of the strategic rationale for, and the potential benefits of,

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the Merger and the past and current business operations, financial condition and future prospects of their respective companies. In addition, Goldman Sachs:

        Goldman Sachs relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, accounting, legal, tax and other information provided to, discussed with or reviewed by it. In that regard, Goldman Sachs assumed with Transocean's consent that the Forecasts, including the Synergies, had been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Transocean. In addition, Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of Transocean or GlobalSantaFe or any of their respective subsidiaries and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs also assumed that all governmental, regulatory or other consents or approvals necessary for the consummation of the Merger will be obtained without any adverse effect on Transocean or GlobalSantaFe or on the expected benefits of the Merger in any way meaningful to its analysis. Goldman Sachs' opinion did not address any legal, regulatory, tax or accounting matters.

        Goldman Sachs' opinion did not address the underlying business decision of Transocean to engage in the Transactions, or the relative merits of the Merger as compared to any strategic alternatives that may be available to Transocean, nor did Goldman Sachs express any opinion as to the Reclassification or the prices at which Transocean ordinary shares will trade at any time. Goldman Sachs' opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of the opinion.

        The following is a summary of the material financial analyses delivered by Goldman Sachs to the board of directors of Transocean in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs' financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before July 20, 2007, and is not necessarily indicative of current market conditions.

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        Selected Companies Analysis.    Goldman Sachs reviewed and compared certain financial information for Transocean and GlobalSantaFe to corresponding financial information, ratios and public market multiples for the following publicly traded corporations in the offshore drilling industry:

Each of these companies is referred to as a "Selected Company."

        Although none of the Selected Companies is directly comparable to Transocean or GlobalSantaFe, the companies included were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of Transocean and GlobalSantaFe.

        Goldman Sachs calculated and compared various financial multiples and ratios for the Selected Companies, Transocean and GlobalSantaFe based on information that it obtained from public filings and estimates from the Institutional Brokers Estimate System, or IBES, with respect to the Selected Companies, Transocean and GlobalSantaFe:

        The following table presents the results of this analysis.

Implied Multiples

 
   Transocean
   GlobalSantaFe
   DO
   NE
   ESV
   Median
  
Enterprise Value/EBITDA:                          
  2007 (estimated)   10.9 x 7.8 x 8.9 x 7.9 x 6.2 x 7.9 x
  2008 (estimated)   8.0 x 6.4 x 5.7 x 5.7 x 5.3 x 5.7 x

Current Share Price/Cash Flow per Share:
 
 
 
 
 
 
 
 
 
 
 
 
 
  2007 (estimated)   11.6 x 8.6 x 11.5 x 9.0 x 7.6 x 9.0 x
  2008 (estimated)   8.4 x 6.7 x 7.5 x 6.5 x 6.4 x 6.7 x

        In addition, using estimates provided by Transocean for only Transocean and GlobalSantaFe, Goldman Sachs also calculated:

        Goldman Sachs, using IBES estimates, also calculated Transocean and GlobalSantaFe ratios of current enterprise value to estimated EBITDA and current share price to estimated cash flow per share for 2007, 2008 and 2009.

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        The following table presents the results of this analysis with respect to Transocean and GlobalSantaFe:

Implied Multiples

 
   GlobalSantaFe
   Transocean
  
 
   IBES
   Transocean
Management
Estimates
   IBES
   Transocean
Management
Estimates
  
Enterprise Value/EBITDA:                  
  2007 (estimated)   7.8 x 8.3 x 10.9 x 11.5 x
  2008 (estimated)   6.4 x 6.8 x 8.0 x 8.2 x
  2009 (estimated)   5.7 x 7.0 x 7.0 x 7.1 x

Current Share Price/Cash Flow per Share:
 
 
 
 
 
 
 
 
 
  2007 (estimated)   8.6 x 9.5 x 11.6 x 12.7 x
  2008 (estimated)   6.7 x 7.0 x 8.4 x 8.5 x
  2009 (estimated)   6.1 x 6.3 x 7.3 x 6.7 x

        Historical Exchange Ratio Analysis.    Goldman Sachs calculated the average historical exchange ratios of GlobalSantaFe ordinary shares to Transocean ordinary shares based on the closing prices of GlobalSantaFe ordinary shares and Transocean ordinary shares during the 5-trading day, 10-trading day, 30-trading day, 90-trading day, 2007 (through July 20, 2007), one-year, and three-year periods ended July 20, 2007, as well as the exchange ratio of the closing prices of GlobalSantaFe ordinary shares to Transocean ordinary shares on July 20, 2007. The following table presents the results of this analysis:

Time Period (up to
July 20, 2007)
   Implied Exchange Ratio
of GlobalSantaFe ordinary shares to
Transocean ordinary shares
  
Current   0.680 x
5-day Average   0.674 x
10-day Average   0.674 x
30-day Average   0.683 x
90-day Average   0.722 x
2007 (through July 20, 2007) Average   0.729 x
1-Year Average   0.725 x
3-Year Average   0.756 x

        Contribution Analysis.    Goldman Sachs performed a contribution analysis in which Goldman Sachs analyzed the relative estimated contributions to be made by Transocean and GlobalSantaFe to EBITDA, net income, and cash flow of the combined company following consummation of the Transactions, before taking into account any of the possible benefits that may be realized following the Transactions, utilizing three separate projections for each company prepared by management of

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Transocean and referred to as the "Base Case," "Upside Case" and "Downside Case." The following table presents the results of this analysis:

Implied Exchange Ratios

 
   Base Case
   Upside Case
   Downside Case
  
EBITDA:              
  2007 (estimated)   0.94 x 0.94 x 0.94 x
  2008 (estimated)   0.83 x 0.84 x 0.82 x
  2009 (estimated)   0.69 x 0.74 x 0.65 x

Cash Flow:
 
 
 
 
 
 
 
  2007 (estimated)   0.92 x 0.92 x 0.92 x
  2008 (estimated)   0.80 x 0.80 x 0.79 x
  2009 (estimated)   0.67 x 0.71 x 0.63 x

Net Income:
 
 
 
 
 
 
 
  2007 (estimated)   0.88 x 0.88 x 0.88 x
  2008 (estimated)   0.76 x 0.77 x 0.75 x
  2009 (estimated)   0.64 x 0.68 x 0.58 x

        Relative Discounted Cash Flow Analysis.    Goldman Sachs performed an illustrative relative discounted cash flow analysis to determine the implied exchange ratio of GlobalSantaFe ordinary shares to Transocean ordinary shares, assuming each company continued to operate as a standalone company, using the Base Case, Upside Case and Downside Case estimates for Transocean and GlobalSantaFe prepared by Transocean's management.

        In its analysis Goldman Sachs applied a range of discount rates ranging from 7% to 11% to the cash flows generated by Transocean's and GlobalSantaFe's assets over their estimated remaining lives. The illustrative discounted cash flow analysis as of December 31, 2007, did not give effect to the impact of any synergies as a result of the Merger. The following table presents the results of this analysis:

Implied Exchange Ratio

 
   Discount Rate
  
 
   7.0%
   8.0%
   9.0%
   10.0%
   11.0%
  
Base Case   0.68 x 0.69 x 0.69 x 0.70 x 0.70 x
Upside Case   0.69 x 0.69 x 0.70 x 0.70 x 0.71 x
Downside Case   0.75 x 0.75 x 0.76 x 0.77 x 0.77 x

        Goldman Sachs also calculated implied exchange ratios of GlobalSantaFe ordinary shares to Transocean ordinary shares using present values of estimated cash flows for Transocean and GlobalSantaFe through the year 2011 and present values of an illustrative terminal value of Transocean and GlobalSantaFe at the end of year 2011, based on a range of multiples from 4.0x to 12.0x estimated 2012 EBITDA, and assuming a discount rate of 9%. The illustrative discounted cash flow analysis as of

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December 31, 2007, did not give effect to the impact of any synergies as a result of the Merger. The following table presents the results of this analysis:

Implied Exchange Ratio

 
   Terminal Multiple of Forward EBITDA
  
 
   4.0x
   6.0x
   8.0x
   10.0x
   12.0x
  
Base Case   0.64 x 0.61 x 0.58 x 0.57 x 0.55 x
Upside Case   0.71 x 0.69 x 0.67 x 0.66 x 0.66 x
Downside Case   0.77 x 0.74 x 0.72 x 0.71 x 0.69 x

        Goldman Sachs then calculated implied exchange ratios of GlobalSantaFe ordinary shares to Transocean ordinary shares using present values of estimated cash flows for Transocean and GlobalSantaFe through the year 2011 and the present value of an illustrative terminal value of Transocean and GlobalSantaFe at the end of year 2011, based on a range of multiples from 4.0x to 12.0x estimated normalized adjusted EBITDA, and a discount rate of 9%. Estimated normalized adjusted EBITDA is based on the operating assumptions for 2016 applied to the projected fleet operating during 2011. The illustrative discounted cash flow analysis as of December 31, 2007, did not give effect to the impact of any synergies as a result of the Merger. The following table presents the results of this analysis:

Implied Exchange Ratio

 
   Terminal Multiple of Normalized EBITDA
  
 
   4.0x
   6.0x
   8.0x
   10.0x
   12.0x
  
Base Case   0.73 x 0.71 x 0.69 x 0.68 x 0.67 x
Upside Case   0.73 x 0.70 x 0.68 x 0.67 x 0.66 x
Downside Case   0.77 x 0.75 x 0.73 x 0.71 x 0.70 x

        Reclassification Consideration vs. Standalone Discounted Cash Flow Analysis.    Based on the Base Case, the Upside Case and the Downside Case, Goldman Sachs performed an illustrative premium / (discount) analysis of the aggregate of (a) an illustrative discounted cash flow value as of December 31, 2007, of the Transocean ordinary shares (assuming consummation of the Transactions) and (b) cash being received by Transocean shareholders in the Reclassification (which aggregate we call the "Transocean reclassification consideration") in relation to an illustrative standalone discounted cash flow analysis for Transocean ordinary shares assuming there were no Transactions to determine an implied premium or discount to the holders of Transocean ordinary shares as a result of the Transactions.

        Goldman Sachs calculated ratios of Transocean reclassification consideration to the standalone illustrative discounted cash flow analysis, as of December 31, 2007, based on discount rates ranging from 7% to 11% applied to the cash flows generated by Transocean's and GlobalSantaFe's assets over their estimated remaining lives. The following table presents the results of this analysis:

Premium/(Discount) to Standalone Discounted Cash Flows

 
   Discount Rate
  
 
   7%
   8%
   9%
   10%
   11%
  
Base Case   4.6 % 4.6 % 4.6 % 4.6 % 4.6 %
Upside Case   3.3 % 3.4 % 3.4 % 3.5 % 3.7 %
Downside Case   10.3 % 10.2 % 10.1 % 10.1 % 10.1 %

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        Goldman Sachs then calculated, for each of the Base Case, the Upside Case and the Downside case, ratios of the Transocean reclassification consideration to the standalone discounted cash flow analysis, as of December 31, 2007, using present values of estimated cash flows for Transocean and GlobalSantaFe through the year 2011 and present values of an illustrative terminal value of Transocean and GlobalSantaFe at the end of year 2011, based on a range of multiples from 4.0x to 12.0x estimated 2012 EBITDA, and a discount rate of 9%. The following table presents the results of this analysis:

Premium/(Discount) to Standalone Discounted Cash Flows

 
   Terminal Multiple of Forward EBITDA
  
 
   4.0 x
   6.0 x
   8.0 x
   10.0 x
   12.0 x
  
Base Case   (0.4 )% (2.0 )% (3.2 )% (3.9 )% (4.5 )%
Upside Case   2.6 % 1.5 % 0.8 % 0.3 % (0.1 )%
Downside Case   7.8 % 6.8 % 6.0 % 5.4 % 5.0 %

        Goldman Sachs then calculated for each of the Base Case, the Upside Case and the Downside case ratios of the Transocean reclassification consideration to the standalone discounted cash flow analysis, as of December 31, 2007, using present values of estimated cash flows for Transocean and GlobalSantaFe through the year 2011 and present values of an illustrative terminal value of Transocean and GlobalSantaFe at the end of year 2011, based on a range of multiples from 4.0x to 12.0x estimated normalized adjusted EBITDA, and a discount rate of 9%. Estimated normalized adjusted EBITDA is based on the operating assumptions for 2016 applied to the projected fleet operating during 2011. The following table presents the results of this analysis:

Premium/(Discount) to Standalone Discounted Cash Flows

 
   Terminal Multiple of Normalized EBITDA
  
 
   4.0 x
   6.0 x
   8.0 x
   10.0 x
   12.0 x
  
Base Case   4.8 % 3.9 % 3.3 % 2.8 % 2.4 %
Upside Case   4.3 % 3.0 % 2.1 % 1.5 % 1.0 %
Downside Case   7.8 % 6.9 % 6.1 % 5.6 % 5.2 %

        Accretion/Dilution Analysis.    Goldman Sachs analyzed the pro forma financial effects of the Transactions on Transocean's estimated earnings per share and cash flow per share using estimates for Transocean and GlobalSantaFe based on the views of Transocean's management and assuming the Transactions closed on December 31, 2007. For each of the Base Case, Upside Case and Downside Case, Goldman Sachs compared the projected earnings per share and cash flow per share of Transocean ordinary shares on a standalone basis for 2008 and 2009, assuming no Merger or Reclassification, to the projected earnings per share and cash flow per share of the combined company assuming completion of the Transactions. This analysis indicated that the Transactions would be accretive to Transocean's shareholders on an estimated earnings per share basis and on an estimated

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cash flow per share basis for both years analyzed.(1) The following table summarizes the results of this analysis:

(1)
Transocean notes that if standalone 2008 and 2009 estimated earnings per share are adjusted to reflect the reverse stock split in a similar fashion to how historical earnings per share will be adjusted for U.S. GAAP, then, although the Merger by itself is accretive, the Transactions in the aggregate would be dilutive to earnings and cash flow per share. For additional discussions of issues related to accretion and dilution, see "—Accounting Treatment and Considerations" and "—Accretion and Dilution Considerations."

 
   Base Case
   Upside Case
   Downside Case
  
Cash Flow Per Share Accretion/(Dilution):              
  2008 (estimated)   28.3 % 28.8 % 27.8 %
  2009 (estimated)   16.7 % 19.5 % 13.4 %

Earnings per Share Accretion/(Dilution):
 
 
 
 
 
 
 
  2008 (estimated)   17.2 % 17.9 % 16.6 %
  2009 (estimated)   5.6 % 9.3 % 1.1 %

        The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs' opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Transocean or the Transactions.

        Goldman Sachs prepared these analyses for purposes of Goldman Sachs' providing its opinion to Transocean's board of directors as to the fairness from a financial point of view to Transocean of the aggregate consideration to be received by the holders of outstanding GlobalSantaFe ordinary shares in connection with the Merger, after taking into account the Reclassification. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Transocean or Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

        The Merger consideration to be received by GlobalSantaFe shareholders was determined through arms' length negotiations between Transocean and GlobalSantaFe and was approved by Transocean's board of directors. Goldman Sachs provided advice to Transocean during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Transocean or its board of directors or that any specific amount of consideration constituted the only appropriate consideration for the Merger.

        As described above, Goldman Sachs' opinion to Transocean's board of directors was one of many factors taken into consideration by Transocean's board of directors in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

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        Goldman Sachs and its affiliates, as part of their investment banking business, are continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions as well as for estate, corporate and other purposes. Goldman Sachs Credit Partners L.P. ("GSCP"), an affiliate of Goldman Sachs, has committed to provide $10 billion in bridge financing to Transocean in connection with the Merger, for which GSCP will receive customary fees. GSCP has also been retained by Transocean and GlobalSantaFe to act as joint lead arranger, joint bookrunner and administrative agent in respect of the bridge financing, for which GSCP will receive customary fees. Transocean and GlobalSantaFe intend to retain an affiliate of Goldman Sachs to act as joint underwriter, initial purchaser, joint bookrunner and/or joint placement agent for any underwritten public offering or private placement of debt securities issued by Transocean or GlobalSantaFe, in connection with the Transactions, including in connection with any refinancing of the bridge financing, for which such affiliate of Goldman Sachs would receive customary fees.

        In addition, Goldman Sachs has provided and is currently providing certain investment banking and other financial services to Transocean and its affiliates, including having acted in the following transactions: (1) as co-manager of a public offering of 17,940,000 shares of Class A Common Stock of TODCO, a former affiliate of Transocean, in September 2004, (2) as co-manager of a public offering of 14,950,000 shares of Class A Common Stock of TODCO in December 2004, (3) as dealer manager in connection with a tender offer for Transocean's 8% debentures due 2027 (aggregate principal amount $143,000,000) in December 2004, (4) as a participant in a revolving credit facility extended to Transocean (aggregate principal amount $1,000,000,000) in July 2005, (5) as agent in connection with repurchases by Transocean of Transocean ordinary shares in December 2005 and from time to time, and (6) as lead manager of a public offering of Transocean's floating rate notes due September 2008 (aggregate principal amount $1,000,000,000) in September 2006. Goldman Sachs has provided certain investment banking and other financial services to GlobalSantaFe and its affiliates from time to time, including having acted (A) as bookrunner of a public offering of 23,500,000 GlobalSantaFe ordinary shares in April 2005 and (B) as participant in a revolving credit facility extended to GlobalSantaFe (aggregate principal amount $500,000,000) in August 2006. Goldman Sachs also may provide investment banking and other financial services to Transocean, GlobalSantaFe and their respective affiliates in the future. In connection with the above-described services Goldman Sachs has received, and may receive, compensation.

        Goldman Sachs is a full service securities firm engaged, either directly or through its affiliates, in securities trading, investment management, financial planning and benefits counseling, risk management, hedging, financing and brokerage activities for both companies and individuals. In the ordinary course of these activities, Goldman Sachs and its affiliates may provide such services to Transocean, GlobalSantaFe and their respective affiliates, may actively trade the debt and equity securities (or related derivative securities) of Transocean and GlobalSantaFe for their own account and for the accounts of their customers and may at any time hold long and short positions of such securities.

        The board of directors of Transocean selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Pursuant to a letter agreement dated December 6, 2006, Transocean engaged Goldman Sachs to act as its financial advisor in connection with the Merger. Pursuant to the terms of this engagement letter, Transocean has agreed to pay Goldman Sachs a transaction fee of approximately $28 million, all of which is contingent upon consummation of the Merger. In addition, Transocean has agreed to reimburse Goldman Sachs for its expenses, including attorneys' fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

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Opinion of Lehman Brothers Inc.

        GlobalSantaFe engaged Lehman Brothers to act as its financial advisor in connection with the proposed Merger. On July 21, 2007, Lehman Brothers rendered its oral opinion to the board of directors of GlobalSantaFe, which was subsequently confirmed in writing, that, as of that same date and based upon and subject to certain matters and qualifications stated in the opinion letter, from a financial point of view, the consideration to be offered to GlobalSantaFe's shareholders in the Merger is fair to such shareholders.

        The full text of Lehman Brothers' written opinion dated July 21, 2007, is attached as Annex C to this joint proxy statement. Shareholders are encouraged to read Lehman Brothers' opinion carefully in its entirety for a description of the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Lehman Brothers in rendering its opinion. The following is a summary of Lehman Brothers' opinion and the methodology that Lehman Brothers used to render its opinion. This summary is qualified in its entirety by reference to the full text of the opinion.

        Lehman Brothers' advisory services and opinion were provided for the information and assistance of the board of directors of GlobalSantaFe in connection with its consideration of the Merger. Lehman Brothers' opinion is not intended to be and does not constitute a recommendation to any shareholder of GlobalSantaFe as to how such shareholder should vote in connection with the Merger. Lehman Brothers was not requested to opine as to, and Lehman Brothers' opinion does not address, GlobalSantaFe's underlying business decision to proceed with or effect the Merger.

        In arriving at its opinion, Lehman Brothers reviewed and analyzed, among other things:

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        In addition, Lehman Brothers had discussions with the management of GlobalSantaFe and Transocean concerning their respective businesses, operations, assets, financial conditions and prospects and undertook such other studies, analyses and investigations as Lehman Brothers deemed appropriate.

        In arriving at its opinion, Lehman Brothers assumed and relied upon the accuracy and completeness of the financial and other information used by Lehman Brothers without assuming any responsibility for independent verification of such information. Lehman Brothers further relied upon the assurances of the managements of GlobalSantaFe and Transocean that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial projections of GlobalSantaFe, upon advice of GlobalSantaFe, Lehman Brothers assumed that such financial projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of GlobalSantaFe as to the future financial performance of GlobalSantaFe and that GlobalSantaFe will perform substantially in accordance to such projections. With respect to the financial projections of Transocean, upon advice of GlobalSantaFe, Lehman Brothers assumed that such financial projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of GlobalSantaFe as to the future financial performance of Transocean and that Transocean will perform substantially in accordance to such projections. With respect to the expected synergies estimated by the management of GlobalSantaFe to result from a combination of the businesses of GlobalSantaFe and Transocean, upon advice of GlobalSantaFe, Lehman Brothers assumed that such expected synergies will be achieved substantially in accordance with such estimates. In arriving at its opinion, Lehman Brothers did not conduct or obtain any evaluations or appraisals of the assets or liabilities of GlobalSantaFe or Transocean, nor did it conduct a physical inspection of the properties and facilities of GlobalSantaFe and Transocean. Lehman Brothers' opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, July 21, 2007.

        The following is a summary of the material financial analyses used by Lehman Brothers in connection with providing its opinion to the board of directors of GlobalSantaFe. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Lehman Brothers, the tables must be read together with the text of each summary. Considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Lehman Brothers' opinion.

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Valuation Methodology
   Summary Description of Valuation Methodology
   Implied Exchange Ratio
Comparable Company Analysis   Market valuation benchmark based on trading multiples of selected comparable companies for selected financial and asset-based measures   0.865 - 0.867

Discounted Cash Flow Analysis
 
Net present valuation of management projections of after-tax cash flows assuming selected discount rates and perpetuity growth rates
 
 

 
 
Case I
 
0.548 - 0.588

 
 
Case II
 
0.532 - 0.582

 
 
Case III
 
0.574 - 0.606

Research Price Target Analysis
 
Market valuation based on equity research analysts' current price targets
 
0.627 - 0.684

Research Net Asset Values ("NAV") per Share Analysis
 
Market valuation based on equity research analysts' Net Asset Value per Share calculation
 
0.803

Implied Exchange Ratio based on Nominal Merger Consideration to be Paid by Transocean in the Merger
 
 
 
0.680

        At the effective time of the Reclassification, Transocean shareholders will receive $33.03 in cash and 0.6996 ordinary shares of Transocean for each share of Transocean they own. Immediately thereafter, at the effective time of the Merger, GlobalSantaFe shareholders will receive $22.46 in cash and 0.4757 ordinary shares of Transocean for each share of GlobalSantaFe they own. The implied exchange ratio in the Merger based upon the relative consideration to GlobalSantaFe and Transocean shareholders is 0.680 Transocean ordinary shares per GlobalSantaFe ordinary share.

        Lehman Brothers considered historical data with regard to the trading prices of GlobalSantaFe and Transocean ordinary shares for the period from July 20, 2004, to July 20, 2007, and the relative share price performances during this same period of GlobalSantaFe and Transocean, and the Oilfield Service Index, or the OSX. During this period the closing share price of GlobalSantaFe ranged from a low of $24.53 to a high of $75.85 per share, and the closing share price of Transocean ranged from a low of $25.94 to a high of $111.30 per share. Lehman Brothers noted outperformance or underperformance of GlobalSantaFe ordinary shares in the period reviewed relative to Transocean ordinary shares and the OSX. The foregoing historical share price analysis was presented to the board of directors of GlobalSantaFe to provide it with background information and perspective with respect to the relative historical share prices of GlobalSantaFe and Transocean ordinary shares.

        Lehman Brothers also compared the historical per share prices of GlobalSantaFe and Transocean during different periods during the one year period prior to July 20, 2007, in order to determine the implied average exchange ratio that existed for those periods. The following table indicates the average

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exchange ratio of GlobalSantaFe ordinary shares for Transocean ordinary shares for the periods indicated:

 
   Average
Exchange Ratio
July 20, 2007   0.680x
5 trading day period   0.674x
10 trading day period   0.674x
15 trading day period   0.677x
20 trading day period   0.678x
30 trading day period   0.683x
40 trading day period   0.688x
60 trading day period   0.699x
One-Year Average   0.725x
52-Week High   0.679x

        In order to assess how the public market values shares of similar publicly traded companies, Lehman Brothers, based on its experience with companies in the offshore contract drilling industry, reviewed and compared specific financial and operating data relating to GlobalSantaFe and Transocean with selected companies that Lehman Brothers deemed comparable to GlobalSantaFe and Transocean, including:

        Using publicly available information, Lehman Brothers calculated and analyzed equity and capitalization multiples of certain projected financial criteria (such as cash flow from operations, referred to as CFPS, earnings before interest, taxes, depreciation and amortization, referred to as EBITDA, and earnings per share, referred to as EPS). The adjusted capitalization of each company was obtained by adding its outstanding debt to the sum of the market value of its common equity, the value of its preferred stock (the market value if such shares are publicly traded and the liquidation value if such shares are not publicly traded) and the book value of any minority interest minus its cash balance.

        For GlobalSantaFe, the comparable companies methodology yielded a per share equity value range of $65.00 to $80.00. For Transocean, the comparable companies methodology yielded a per share equity value range of $75.00 to $92.50. The implied exchange ratio based upon these valuation ranges is 0.865 to 0.867 shares of Transocean per GlobalSantaFe share.

        Because of the inherent differences between the corporate structure, businesses, operations and prospects of GlobalSantaFe and Transocean and the corporate structure, businesses, operations and prospects of the companies included in the comparable company groups, Lehman Brothers believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the analysis and, accordingly, also made qualitative judgments concerning differences between the financial and

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operating characteristics of GlobalSantaFe and Transocean and companies in the comparable company groups that would affect the public trading values of GlobalSantaFe and Transocean and such comparable companies.

        As part of Lehman Brothers' analysis, and in order to estimate the present value of GlobalSantaFe and Transocean ordinary shares, it prepared a discounted cash flow analysis for GlobalSantaFe and Transocean, calculated as of January 1, 2008, of after-tax unlevered free cash flows for fiscal years 2008 through 2016. Lehman Brothers ran three discounted cash flow cases including: Case I, Case II and Case III. The projections for each case were prepared by the management of GlobalSantaFe.

        A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the "present value" of estimated future cash flows of the asset. Present value refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macro-economic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors. Lehman Brothers performed a discounted cash flow analysis for GlobalSantaFe by adding (1) the present value of GlobalSantaFe's projected after-tax unlevered free cash flows for fiscal years 2008 through 2016 to (2) the present value of the "terminal value" of GlobalSantaFe as of 2016. Terminal value refers to the value of all future cash flows from an asset at a particular point in time.

        With respect to the GlobalSantaFe and Transocean discounted cash flow analyses, Lehman Brothers discounted the unlevered free cash flow streams and the estimated terminal value to a present value at a range of discount rates from 9.0% to 12.0%. The discount rates utilized in this analysis were chosen by Lehman Brothers based on its expertise and experience with the offshore contract drilling industry and also on an analysis of the weighted average cost of capital of GlobalSantaFe, Transocean and other comparable companies. Lehman Brothers estimated terminal values in 2016 calculated based on a perpetuity growth model using discount rates from 9.0% to 12.0% and a growth rate of 3.0%. Lehman Brothers calculated per share equity values by first determining a range of enterprise values of GlobalSantaFe and Transocean by adding the present values of the after-tax unlevered free cash flows and terminal values for each discount rate scenario, and then subtracting from the enterprise values the net debt (which is total debt minus cash) of GlobalSantaFe and Transocean, and dividing those amounts by the number of fully diluted shares of GlobalSantaFe and Transocean.

        The discounted cash flow methodology yielded valuations for GlobalSantaFe that imply a per share equity value range of $47.00 to $63.00 in Case I, $32.00 to $42.00 in Case II and $94.00 to $132.00 in Case III. The discounted cash flow methodology yielded valuations for Transocean that imply a per share equity value range of $80.00 to $115.00 in Case I, $55.00 to $79.00 in Case II and $155.00 to $230.00 in Case III. The implied exchange ratios based upon these valuation ranges are 0.548 to 0.588 in Case I, 0.532 to 0.582 in Case II and 0.574 to 0.606 in Case III.

        Lehman Brothers analyzed the respective contributions of GlobalSantaFe and Transocean to the estimated calendar years 2008 and 2009 revenues and EBITDA, and 2008 net income and cash flow from operations of the combined company based on the Case I projections for revenue and EBITDA and First Call/I/B/E/S consensus estimates for net income and cash flow from operations. Lehman Brothers also analyzed the respective contributions of GlobalSantaFe and Transocean to the total contracted revenue and EBITDA backlog of the combined company. This analysis indicated the

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following relative contributions of GlobalSantaFe and Transocean and the pro forma equity ownership of holders of GlobalSantaFe and Transocean ordinary shares in the combined company:

Metric
   2008E Contribution
   2009E Contribution
  
Revenues:          
GlobalSantaFe   41 % 37 %
Transocean   59 % 63 %

EBITDA:
 
 
 
 
 
GlobalSantaFe   36 % 30 %
Transocean   64 % 70 %

Net Income:
 
 
 
 
 
GlobalSantaFe   38 % —  
Transocean   62 % —  

Cash Flow from Operations:
 
 
 
 
 
GlobalSantaFe   39 % —  
Transocean   61 % —  

Revenue Backlog:
 
 
 
 
 
GlobalSantaFe   32 %    
Transocean   68 %    

EBITDA Backlog:
 
 
 
 
 
GlobalSantaFe   31 %    
Transocean   69 %    

Pro Forma Equity Ownership:
 
 
 
 
 
GlobalSantaFe   34 %    
Transocean   66 %    

        Lehman Brothers analyzed the pro forma impact of the Merger on the combined company's projected CFPS and earnings, excluding any purchase accounting adjustments. In the pro forma merger consequences, Lehman Brothers prepared a pro forma merger model which incorporated First Call/I/B/E/S consensus estimates for 2008 and 2009 as well as the expected synergies to result from the Merger. Lehman Brothers then compared the CFPS and earnings of GlobalSantaFe and Transocean on a standalone basis to the CFPS and earnings in the pro forma combined company. Lehman Brothers noted that the Merger is accretive to the combined company's pro forma CFPS and earnings in 2008 and 2009 based on First Call/I/B/E/S estimates.(2)

(2)
GlobalSantaFe notes that if standalone 2008 and 2009 estimated earnings per share are adjusted to reflect the reverse stock split in a similar fashion to how historical earnings per share will be adjusted for U.S. GAAP, then, although the Merger by itself is accretive, the Transactions in the aggregate would be dilutive to earnings and cash flow per share. For additional discussions of issues related to accretion and dilution, see "—Accounting Treatment and Considerations" and "—Accretion and Dilution Considerations."

        Lehman Brothers took into consideration price targets from the Wall Street equity research analysts that cover GlobalSantaFe and Transocean. As of July 20, 2007, GlobalSantaFe had 22 analysts that covered the company. For GlobalSantaFe, 16 analysts had a "Buy" rating, three analysts had a "Hold" rating, two analysts had a "Sell" rating and one analyst did not have a rating. The median

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target price for GlobalSantaFe was $76.00. The price targets for GlobalSantaFe ranged from $52.00 per share to $89.00 per share. As of July 20, 2007, Transocean had 22 analysts that covered the company. For Transocean, 15 analysts had a "Buy" rating, six analysts had a "Hold" rating and one analyst had a "Sell" rating. The median target price for Transocean was $108.00. The price targets for Transocean ranged from $76.00 per share to $142.00 per share. The implied exchange ratio based upon the price targets for GlobalSantaFe and Transocean is 0.627 to 0.684 shares of Transocean per GlobalSantaFe share.

        Lehman Brothers also took into consideration the NAV per share from third party research. As of July 20, 2007, the median NAV for GlobalSantaFe and Transocean was $53.00 and $66.00, respectively. The implied exchange ratio based upon the NAV estimates is 0.803 shares of Transocean per GlobalSantaFe share.

        In connection with the review of the Merger by the board of directors of GlobalSantaFe, Lehman Brothers performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. In arriving at its opinion, Lehman Brothers considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor considered by it. Furthermore, Lehman Brothers believes that the summary provided and the analyses described above must be considered as a whole and that selecting any portion of its analyses, without considering all of them, would create an incomplete view of the process underlying its analyses and opinion. In addition, Lehman Brothers may have given various analyses and factors more or less weight than other analyses and factors and may have deemed various assumptions more or less probable than other assumptions, so that the ranges of valuations resulting from any particular analysis described above should not be taken to be Lehman Brothers' view of the actual value of GlobalSantaFe or Transocean.

        In performing its analyses, Lehman Brothers made numerous assumptions with respect to industry risks associated with industry performance, general business and economic conditions and other matters, many of which are beyond the control of GlobalSantaFe or Transocean. Any estimates contained in Lehman Brothers' analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates. The analyses do not purport to be appraisals or to reflect the prices at which GlobalSantaFe ordinary shares or Transocean ordinary shares might trade following announcement of the Merger or the prices at which Transocean ordinary shares might trade following consummation of the Merger.

        The terms of the Merger were determined through arm's length negotiations between GlobalSantaFe and Transocean and were unanimously approved by the boards of directors of GlobalSantaFe and Transocean. Lehman Brothers did not recommend any specific exchange ratio or form of consideration to GlobalSantaFe or that any specific exchange ratio or form of consideration constituted the only appropriate consideration for the Merger. Lehman Brothers' opinion was provided to the board of directors of GlobalSantaFe to assist it in its consideration of the exchange ratio in the Merger. Lehman Brothers' opinion does not address any other aspect of the proposed Merger and does not constitute a recommendation to any shareholder as to how to vote or to take any other action with respect to the Merger. Lehman Brothers' opinion was one of the many factors taken into consideration by the board of directors of GlobalSantaFe in making its unanimous determination to approve the merger agreement. Lehman Brothers' analyses summarized above should not be viewed as determinative of the opinion of the board of directors of GlobalSantaFe with respect to the value of

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GlobalSantaFe or Transocean or of whether the board of directors of GlobalSantaFe would have been willing to agree to a different exchange ratio or form of consideration.

        Lehman Brothers is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. The board of directors of GlobalSantaFe selected Lehman Brothers because of its expertise, reputation and familiarity with GlobalSantaFe and the offshore contract drilling industry generally and because its investment banking professionals have substantial experience in transactions comparable to the Merger.

        In the ordinary course of its business, Lehman Brothers may actively trade in the debt or equity securities of GlobalSantaFe and Transocean for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities.

        As compensation for its services in connection with the Merger, GlobalSantaFe paid Lehman Brothers a fee of $3 million for its opinion and an additional $1.5 million fee upon execution of the merger agreement. GlobalSantaFe has also agreed to pay Lehman Brothers a fee of $25.5 million upon the closing of the Merger. In addition, GlobalSantaFe has agreed to reimburse Lehman Brothers for its reasonable out-of-pocket expenses incurred in connection with its engagement, and to indemnify Lehman Brothers and certain related persons against certain liabilities in connection with its engagement. Lehman Brothers in the past has rendered investment banking services to GlobalSantaFe, and its affiliates and received customary fees for such services and Lehman Brothers expects to perform various investment banking services for Transocean in the future for which Lehman Brothers expects to receive customary fees. In addition, at the request of GlobalSantaFe, Lehman Brothers has provided a commitment for a portion of the financing necessary to finance the Merger and will receive customary fees in connection therewith.


Opinion of Simmons & Company International

        GlobalSantaFe retained Simmons & Company to provide a fairness opinion to the board of directors of GlobalSantaFe in connection with the Merger. GlobalSantaFe selected Simmons & Company based upon Simmons & Company's qualifications, reputation and experience in connection with mergers and acquisitions. GlobalSantaFe instructed Simmons & Company to evaluate the fairness, from a financial point of view, of the merger consideration to be received by GlobalSantaFe's shareholders in the Merger.

        On July 21, 2007, Simmons & Company delivered its written opinion to the board of directors of GlobalSantaFe to the effect that, as of that date and based upon and subject to factors and assumptions set forth in its opinion, the merger consideration to be received by GlobalSantaFe's shareholders was fair to GlobalSantaFe's shareholders from a financial point of view. The opinion speaks only as of the date it was delivered and not as of the time the Merger will be completed. The opinion does not reflect changes that may occur or may have occurred after July 21, 2007, which could significantly alter the value of GlobalSantaFe or Transocean or the respective trading prices of their ordinary shares, which are factors on which Simmons & Company's opinion was based.

        The full text of the Simmons & Company fairness opinion dated July 21, 2007, which sets forth the assumptions made, matters considered and qualifications and limitations on the review undertaken, is attached as Annex D to this joint proxy statement and is incorporated into this joint proxy statement by reference. The summary of the Simmons & Company fairness opinion set forth in this joint proxy statement does not describe all aspects of Simmons & Company's opinion and it is qualified in its entirety by reference to the full text of the Simmons & Company fairness opinion. GlobalSantaFe shareholders should read the Simmons & Company fairness opinion carefully and in

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its entirety. In arriving at its opinion, Simmons & Company did not ascribe a specific value to GlobalSantaFe, but rather made its determination as to the fairness, from a financial point of view, of the merger consideration to be received by GlobalSantaFe's shareholders in the transaction on the basis of the financial and comparative analyses described below. Simmons & Company's opinion is for the use and benefit of the board of directors of GlobalSantaFe and was rendered to the board of directors in connection with its consideration of the Merger. The opinion does not address the merits of the underlying decision of GlobalSantaFe to engage in the transaction contemplated by the merger agreement. GlobalSantaFe's shareholders should not view Simmons & Company's opinion as providing any assurance that the market value of merger consideration to be received in the Merger will be in excess of the market value of GlobalSantaFe ordinary shares owned by such shareholders at any time before the announcement or completion of the Merger. Moreover, it does not constitute a recommendation by Simmons & Company to any GlobalSantaFe shareholder as to how such shareholder should vote or make any election with respect to the Merger.

        In reaching its opinion, Simmons & Company reviewed and analyzed, among other things, the following:

        Simmons & Company also considered such other information, financial studies, analysis and investigations and financial, economic and market criteria which Simmons & Company deemed relevant. Simmons & Company also met with officers and employees of GlobalSantaFe and Transocean to discuss the foregoing, as well as other matters believed relevant to Simmons & Company's analysis.

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        Simmons & Company did not independently verify any of the foregoing information and has relied on it being complete and accurate in all material respects. With respect to financial forecasts, Simmons & Company utilized certain information set forth in those forecasts and assumed such information was reasonably prepared on bases reflecting the best estimates and judgments, as available at the time of preparation, of management of GlobalSantaFe on the future financial performance of GlobalSantaFe and Transocean. Simmons & Company did not conduct a physical inspection of any of the assets, operations or facilities of GlobalSantaFe or Transocean and did not make or receive any independent evaluation or appraisal of any assets or liabilities, contingent or otherwise, of GlobalSantaFe or Transocean. Simmons & Company did not perform any tax or regulatory analysis nor was Simmons & Company furnished with any such analysis. Accordingly, Simmons & Company did not evaluate (and Simmons & Company's opinion does not include) any potential tax or regulatory consequences related to the Merger including, without limitation, any potential tax or regulatory consequences to GlobalSantaFe, Transocean or their respective shareholders. In addition, Simmons & Company was not authorized to solicit, and did not solicit, any indications of interest from any third party with respect to the purchase of all or part of GlobalSantaFe's business.

        In preparing its fairness opinion for the board of directors of GlobalSantaFe, Simmons & Company performed a variety of financial and comparative analyses, including those described below. The summary of the analyses performed by Simmons & Company, as set forth below, does not purport to be a complete description of the analyses underlying the opinion. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, fairness opinions are not readily susceptible to partial or summary description. No company or transaction used in such analyses as a comparison is identical to GlobalSantaFe, Transocean or the transaction contemplated by the merger agreement, nor is an evaluation of the results of such analyses entirely mathematical; rather, it involves complex considerations and judgments concerning financial and operational characteristics and other factors that could affect the public trading or other values of the companies or transactions being analyzed. The estimates contained in such analyses and the ranges of valuations resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by such analyses. In addition, analyses relating to the value of the business or securities do not purport to be appraisals or to reflect the prices at which businesses, companies or securities actually may be sold. Accordingly, such analyses and estimates are subject inherently to substantial uncertainty.

        In arriving at the fairness opinion, Simmons & Company made qualitative judgments as to the significance and relevance of each analysis as well as other data considered by Simmons & Company. Accordingly, Simmons & Company believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors, without considering all analyses and factors, could create an incomplete view of the processes underlying such analyses and the fairness opinion. In its analyses, Simmons & Company made numerous assumptions with respect to general business, economic, market and financial conditions, as well as other matters, many of which are beyond the control of GlobalSantaFe and Transocean and involve the application of complex methodologies and experienced and educated judgment.

        The analyses were prepared solely as part of Simmons & Company's analysis of the fairness, from a financial point of view, to GlobalSantaFe shareholders of the merger consideration to be received in the proposed Merger.

        Simmons & Company's opinion and financial analyses were only one of the many factors considered by management of GlobalSantaFe and the board of directors of GlobalSantaFe in their evaluation of the Merger and should not be viewed as determinative of the views of management of

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GlobalSantaFe or the board of directors of GlobalSantaFe with respect to the Merger and the merger consideration.

        The data and analysis summarized herein is from Simmons & Company's presentation to the board of directors of GlobalSantaFe delivered on July 21, 2007, which primarily utilized data from market closing prices as of July 20, 2007. For purposes of its analysis, Simmons & Company defined EBITDA as net income plus income taxes, interest expense (less interest income), depreciation and amortization. Cash flow represents net income plus depreciation and amortization.

        In the Merger, GlobalSantaFe's shareholders will receive 0.4757 ordinary shares of Transocean and $22.46 for each ordinary share of GlobalSantaFe. Immediately prior to the Merger, each outstanding ordinary share of Transocean will be reclassified by way of a scheme of arrangement under Cayman Islands law into 0.6996 ordinary shares of Transocean and $33.03. These figures represent the outcome of a negotiated share exchange ratio of 0.680x (the number of GlobalSantaFe ordinary shares per Transocean ordinary share) and a distribution of $15.0 billion to the shareholders of Transocean and GlobalSantaFe. Based on this share exchange ratio, ordinary shares currently owned by GlobalSantaFe's shareholders would comprise approximately 34% of the ordinary shares of the combined company.

        In determining its opinion, Simmons & Company focused on the relative valuations of GlobalSantaFe and Transocean to assess whether a 0.680x share exchange ratio was fair to GlobalSantaFe's shareholders from a financial point of view. Simmons & Company also considered whether the distribution of $15.0 billion to the shareholders of Transocean and GlobalSantaFe was fair to GlobalSantaFe's shareholders from a financial point of view.

        Simmons & Company performed a discounted cash flow analysis of GlobalSantaFe and Transocean using financial forecasts through 2016 as provided by GlobalSantaFe. A total of three cases were analyzed with each case reflecting different levels of industry performance and financial performance by rig type. Terminal values in 2016 were based on 7.0x and 9.0x EBITDA. Discount rates of 9% to 13% were used to discount annual free cash flows and terminal values to derive an assessment of the enterprise value of GlobalSantaFe and Transocean. Simmons & Company then converted implied enterprise values to implied share prices for each company based on their respective capital structure and shares outstanding. Finally, share prices were converted to implied share exchange ratios. The share exchange ratios suggested by the discounted cash flow analysis were in the range of 0.618x to 0.690x.

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        Simmons & Company analyzed implied share exchange ratios based on each company's relative contributions of EBITDA and EBITDA less maintenance capital expenditures as provided by GlobalSantaFe's management. Relative contribution analysis was done for each of the three cases utilized in the discounted cash flow analysis and each of the projected years ending December 31, 2007 through December 31, 2012. The results of this analysis are summarized as follows:

 
   Implied Share
Exchange Ratio
EBITDA    
2007   0.925x - 0.928x
2008   0.774x - 0.802x
2009   0.534x - 0.747x
2010   0.461x - 0.678x
2011   0.422x - 0.626x
2012   0.354x - 0.602x

EBITDA less Maintenance Capital Expenditures
 
 
2007   0.946x - 0.949x
2008   0.773x - 0.804x
2009   0.508x - 0.743x
2010   0.405x - 0.669x
2011   0.332x - 0.613x
2012   0.244x - 0.588x

        Simmons & Company also reviewed implied share exchange ratios based on each company's relative contributions based on third party research analyst estimates of EBITDA, EBITDA less maintenance capital expenditures and net income for years ending December 31, 2007 through December 31, 2009. These financial forecasts imply share exchange ratios of 0.912x - 0.951x in 2007, 0.802x - 0.831x in 2008 and 0.800x - 0.854x in 2009. However, Simmons & Company did not particularly weigh the implied share exchange ratios suggested by third party analyst estimates as such estimates reflect a limited time period that does not fully capture the potential impact of assets under construction for each company as well as contracts awarded to each company.

        Simmons & Company reviewed and compared certain financial, operating and stock market information of GlobalSantaFe and Transocean to corresponding information of seven publicly traded, offshore drilling companies. Also, Simmons & Company subjectively classified each of these seven companies into two groups: those that were oriented towards jackup drilling rigs, or the Jackup-Oriented Group, and those that were oriented towards floating drilling rigs, or the Floater-Oriented Group. The Jackup-Oriented Group included ENSCO International Inc., Noble Corporation, Hercules Offshore, Inc. and Rowan Companies, Inc. The Floater-Oriented Group included Atwood Oceanics, Inc., Diamond Offshore Drilling, Inc. and Ocean Rig ASA.

        For GlobalSantaFe, Transocean and each of the comparable companies, Simmons & Company reviewed the following ratios for the year ended December 31, 2007 and the year ended December 31, 2008:

        Simmons & Company utilized third-party research estimates for each company's earnings per share. Adjustments to convert earnings per share to cash flow per share and EBITDA were based on data from third-party research analysts and Simmons & Company's research group. Adjusted market value, as used by Simmons & Company in its analysis, means equity value (the number of fully diluted

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shares outstanding multiplied by the closing share price as of July 20, 2007) plus debt and minority interests and less cash and any investment in unconsolidated affiliates.

        The following table sets forth the results of this analysis:

 
   Jackup-Oriented Group
   Floater-Oriented Group
 
   Range
   Median
   Range
   Median
Ratio Of Adjusted Market Value To:                
2007P EBITDA   4.8x - 7.9x   6.1x   8.8x - 13.4x   11.7x
2008P EBITDA   4.1x - 5.7x   5.1x   5.7x - 8.8x   6.2x

Ratio Of Equity Value To:
 
 
 
 
 
 
 
 
2007P Net Income   8.1x - 11.4x   9.9x   14.0x - 34.7x   16.7x
2008P Net Income   6.6x - 8.6x   7.7x   8.6x - 10.8x   8.6x
2007P Cash Flow   5.4x - 9.1x   8.1x   11.6x - 14.6x   13.4x
2008P Cash Flow   4.7x - 7.1x   6.6x   7.5x - 7.6x   7.5x

        Based on the above data, Simmons & Company subjectively selected a range of ratios for GlobalSantaFe and Transocean for each of the above measures and time periods. These ratio ranges were then used to determine an implied share price for GlobalSantaFe and Transocean. Generally, Simmons & Company placed more emphasis on the Jackup-Oriented Group when selecting multiples for GlobalSantaFe. For Transocean, Simmons & Company generally placed more emphasis on the Floater-Oriented Group. The following table sets forth the range of multiples selected:

 
   GlobalSantaFe
Suggested Range
   Transocean
Suggested Range
Ratio Of Adjusted Market Value To:        
2007P EBITDA   6.0x - 8.0x   9.0x - 12.0x
2008P EBITDA   5.0x - 6.0x   6.0x - 8.0x

Ratio Of Equity Value To:
 
 
 
 
2007P Net Income   9.0x - 11.0x   13.0x - 17.0x
2008P Net Income   7.5x - 8.5x   8.5x - 10.0x
2007P Cash Flow   7.5x - 8.5x   10.0x - 13.0x
2008P Cash Flow   6.0x - 7.0x   7.0x - 8.0x

        Implied share prices for GlobalSantaFe and Transocean were then used to determine an implied share exchange ratio range for each measure and time period. The results of this analysis suggested a share exchange ratio range of 0.590x to 0.720x.

        Simmons & Company calculated the share exchange ratios implied by asset replacement values and net asset values based on the following:


        The results of these analyses suggested an implied share exchange ratio of 0.701x based on asset replacement values and 0.762x based on net asset values. Simmons & Company did not emphasize the relative asset value analysis in arriving at its opinion as Simmons & Company did not believe the analysis captures the value of the respective businesses as ongoing enterprises. Furthermore, the data available from third-party research analysts is based on limited available information on recent sales of rigs similar to those in the GlobalSantaFe and Transocean rig fleets.

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        Simmons & Company derived implied historical share exchange ratios by dividing the closing price of the GlobalSantaFe ordinary shares by the closing price of the Transocean ordinary shares for each trading day over varying time periods. Such derived share exchange ratios were used by Simmons & Company as a basis for comparison with the share exchange ratio as of July 20, 2007, which is approximately equal to the actual share exchange ratio. The following table sets forth the results of this analysis:

 
   Share
Exchange Ratio
   Premium To Ratio as of
July 20, 2007
  
Ratio As Of July 20, 2007   0.680x   0.0 %
30-Day Average   0.679x   0.1  
90-Day Average   0.703x   (3.3 )
180-Day Average   0.729x   (6.8 )
1-Year Average   0.725x   (6.3 )
Since January 2006   0.727x   (6.5 )

        Simmons & Company understands GlobalSantaFe and Transocean have received a commitment letter for a bridge loan that, when combined with estimated cash on hand at closing, will allow $15.0 billion to be distributed to shareholders of Transocean and GlobalSantaFe. Simmons & Company reviewed the calculations as to how the cash distribution would be allocated to shareholders. A summary of these calculations is as follows:

        Simmons & Company's opinion does not address the underlying business decision for the combined company to incur new debt to fund the above distribution to shareholders.

        Simmons & Company is an internationally recognized investment banking firm specializing in the energy industry and is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions. GlobalSantaFe selected Simmons & Company to provide a fairness opinion in connection with the Merger because of Simmons & Company's experience and expertise. In the ordinary course of its business, Simmons & Company actively trades the debt and equity securities of both GlobalSantaFe and Transocean for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities.

        Simmons & Company in the past has provided investment banking services to GlobalSantaFe for which it received customary compensation and reimbursement of expenses. Simmons & Company has also previously provided investment banking and financial advisory services to Transocean for which it has received customary compensation. Simmons & Company anticipates that it may act as financial adviser to Transocean with respect to future transactions.

        Pursuant to the terms of the engagement of Simmons & Company, GlobalSantaFe paid Simmons & Company an initial fee of $250,000 and an additional fee of $1,750,000 for rendering its opinion. In addition, GlobalSantaFe has agreed to reimburse Simmons & Company for its reasonable

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out-of-pocket expenses incurred in connection with the engagement, including the fees and expenses of its legal counsel, and to indemnify Simmons & Company against certain liabilities that may arise out of the engagement, including certain liabilities under federal securities laws.


Interests of Certain Persons in the Transactions

        You should be aware that Transocean and GlobalSantaFe directors and executive officers have interests in the Transactions as directors or officers that are different from, or in addition to, the interests of other Transocean and GlobalSantaFe shareholders.

Governance and Management of Transocean Following the Transactions

        After the Transactions, Transocean will have a board of directors that consists of 14 members, which will include seven directors designated by Transocean's board of directors and seven directors designated by GlobalSantaFe's board of directors. The Transocean board of directors has, in consultation with GlobalSantaFe, designated the following seven current members of the Transocean board of directors to continue to serve as members of the Transocean board of directors at the effective time of the Merger: Victor E. Grijalva (Class I), Robert L. Long (Class I), Martin B. McNamara (Class III), Kristian Siem (Class II), Robert M. Sprague (Class II), Ian C. Strachan (Class III) and J. Michael Talbert (Class I). The GlobalSantaFe board of directors has, in consultation with Transocean, designated the following seven current members of the GlobalSantaFe board of directors to serve as members of the Transocean board of directors after the effective time of the Merger: W. Richard Anderson (Class I), Thomas W. Cason (Class II), Richard L. George (Class I), Jon A. Marshall (Class III), Edward R. Muller (Class I), Robert E. Rose (Class III) and John L. Whitmire (Class II). The terms of Class I, II and III directors will expire at Transocean's annual general meetings in 2009, 2010 and 2008, respectively. Robert E. Rose, the current Chairman of GlobalSantaFe's board of directors, will serve as the Chairman of the board of directors of Transocean. Robert L. Long, the current Chief Executive Officer of Transocean, will be the Chief Executive Officer of Transocean. Jon A. Marshall, the current President and Chief Executive Officer of GlobalSantaFe, will be the President and Chief Operating Officer of Transocean.

        The following individuals will serve as officers of Transocean: Jean P. Cahuzac, Executive Vice President, Asset Management; Steven L. Newman, Executive Vice President, Operations; Eric B. Brown, Senior Vice President, General Counsel and Secretary; Gregory L. Cauthen, Senior Vice President and Chief Financial Officer; David J. Mullen, Senior Vice President, Marketing and Corporate Strategy; Cheryl D. Richard, Senior Vice President, Human Resources and Information Technology; Robert L. Herrin, Vice President, Audit and Advisory Services; and Gregory S. Panagos, Vice President, Investor Relations.

Interests of Transocean Directors and Executive Officers in the Transactions

        At the effective time of the Merger, the board of directors of Transocean will be comprised of seven persons who were designated by Transocean from its current board of directors and seven persons who were designated by GlobalSantaFe from its current board of directors, as more particularly described under "—Governance and Management of Transocean Following the Transactions." Under the terms of the Transocean articles of association to be in effect at the closing of the Transactions, prior to the second anniversary of the effective date of the Transactions, any vacancy on Transocean board of directors that relates to a director who was previously a Transocean director will be filled by the other former Transocean directors who are on the Transocean board.

        At the effective time of the Merger, Robert L. Long, the current Chief Executive Officer of Transocean, will continue in that position. Under the terms of the Transocean articles of association to be in effect at the closing of the Transactions, any action taken prior to the second anniversary of the

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effective time of the Transactions to remove, replace or appoint a new chief executive officer of Transocean will require the approval of two-thirds of the entire board of directors of Transocean.

        Under the terms of Transocean's Long-Term Incentive Plan, which applies to nonemployee directors, officers and other key employees, all outstanding and unvested options to purchase Transocean ordinary shares, share appreciation rights, deferred units and restricted shares will vest upon a change of control, as defined in the plan. The Transactions will constitute a change of control, as defined in, and construed under, the plan for purposes of awards made under the plan prior to July 21, 2007. The stock options that vest will be exercisable for the duration of their term, notwithstanding an optionee's termination of employment or cessation of service as a director. The stock options will also be adjusted in connection with the Reclassification. See "—Adjustment of Transocean Stock Options" for further information. In the case of deferred units and restricted shares granted to nonemployee directors, officers and other key employees in July 2007, as a result of the Transactions, the grantees of the awards will receive a cash payment for the portion of their unvested deferred units and restricted shares corresponding to the cash payment in the Reclassification.

        As of October 1, 2007, the non-employee directors of Transocean held the following deferred units that will vest as a result of the Transactions and did not hold any unvested options or unvested restricted shares that would vest as a result of the Transactions:

 
   Unvested
Deferred Units
J. Michael Talbert   3,316
Victor E. Grijalva   3,316
Mark A. Hellerstein   2,395
Judy J. Kelly   3,316
Arthur Lindenauer   3,316
Michael E. McMahon   2,395
Martin B. McNamara   3,316
Roberto L. Monti   3,316
Kristian Siem   3,316
Robert M. Sprague   3,316
Ian C. Strachan   3,316

The following table sets forth, as of October 1, 2007, information regarding (a) the number of Transocean ordinary shares subject to options held by Transocean's executive officers, (b) the number of Transocean ordinary shares subject to unvested options (including the range of exercise prices and weighted average exercise prices for such unvested options), unvested restricted shares and unvested deferred units held by Transocean's executive officers that will vest as a result of the Transactions, and (c) the estimated total value of such unvested awards based on the closing price of $114.21 per Transocean ordinary share on such date:

 
   No. of Shares
Subject to Options
   No. of Shares
Subject to
Unvested Options
   Range of
Exercise Price
   Weighted Average Exercise Price
   Unvested
Restricted
Shares(a)
   Unvested
Deferred Units(a)
   Total Value of
Unvested Awards
Robert L. Long   415,835   187,496   $28.12 - $78.61   $ 63.85   —   76,150   $ 18,139,958
Jean P. Cahuzac   81,333   73,863   $28.12 - $78.61   $ 63.12   18,345   11,898   $ 7,227,686
Steven L. Newman   56,475   46,185   $28.12 - $78.61   $ 67.86   16,423   —   $ 4,016,167
Eric B. Brown   48,727   44,418   $28.12 - $78.61   $ 63.75   5,744   12,206   $ 4,291,410
Gregory L. Cauthen   50,569   49,232   $28.12 - $78.61   $ 61.25   20,831   —   $ 4,986,236
David J. Mullen   21,180   18,882   $56.34 - $78.61   $ 73.19   11,215   —   $ 2,055,462
David A. Tonnel   11,610   10,461   $56.34 - $78.61   $ 73.72   4,662   —   $ 956,057
(a)
While the restricted shares awarded to Transocean's executive officers in July 2007 will not vest as a result of the Transactions, the executive officers will receive the following cash payments for those restricted shares pursuant to the

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        Under Transocean's Performance Award and Cash Bonus Plan, upon a change of control as defined in the plan, plan participants will be deemed to have fully attained all performance objectives under the plan. The Transactions will constitute a change of control for purposes of the plan. Therefore, performance awards for the portion of the performance period prior to the change of control will be deemed to be the maximum amount of the award that could have been earned assuming full attainment of the performance objectives. Transocean's executive officers participate in this plan. The executive officers of Transocean would receive the following payments for 2007 under the plan (assuming a closing date of December 31, 2007):

Robert L. Long   $ 2,389,250
Jean P. Cahuzac   $ 1,135,102
Steven L. Newman   $ 811,241
Eric B. Brown   $ 590,098
Gregory L. Cauthen   $ 677,944
David J. Mullen   $ 481,531
David A. Tonnel   $ 241,063

        Under Transocean's Executive Change of Control Severance Benefit, a covered executive officer is eligible to receive benefits if Transocean terminates the executive officer other than for "cause" (as defined in the policy) or the executive officer resigns for "good reason" (as defined in the policy) following the change of control. Robert L. Long, Jean P. Cahuzac, Eric B. Brown and Gregory L. Cauthen are covered under the policy. The Transactions will constitute a change in control as defined in, and construed under, the policy.

        This policy provides that these executive officers who, within 24 months after a change of control, are terminated by Transocean without "cause" (as defined in the policy) or leave Transocean for "good reason" (as defined in the policy) will receive, in addition to compensation and benefits accrued up to the point of termination, the following:

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        The following table sets forth, for illustrative purposes, payments under the Executive Change of Control Severance Benefit assuming a closing date of December 31, 2007 and the executive officer is terminated by Transocean without cause or leaves Transocean for good reason on January 1, 2008:

 
   Robert L. Long
   Jean P. Cahuzac
   Gregory L. Cauthen
   Eric B. Brown
  
Termination in Connection with a Change in Control                  
  Cash Severance Payment   $  5,531,500   $2,877,875   $1,961,440   $1,807,455  
  Benefit Continuation   COBRA
(If Applicable
)		 COBRA
(If Applicable
)		 COBRA
(If Applicable
)		 COBRA
(If Applicable
)
  Deferred Compensation Balance   —   —   161,527   —  
  Annual Performance Bonus   —   —   —   —  
  Outplacement   46,250   27,500   20,500   19,500  
  Pension Benefit (Qualified)   1,279,659   105,361   150,184   408,440  
  Pension Benefit (Non Qualified)   14,188,033   1,486,379   765,580   2,320,147  
  Long-Term Incentive Plan Award(a)   4,522,259   1,904,109   1,031,316   1,031,316  
  Supplemental Savings Plan   229,178   100,288   46,568   48,464  
  Excise Tax Gross-Up   —   —   —   —  
    Total Change-in-Control Severance Benefit   $25,796,879 (b) $6,501,512 (b) $4,137,115 (b) $5,635,322 (b)
(a)
Reflects an assumed share price of $114.21 based on the closing price of Transocean ordinary shares on October 1, 2007 multiplied by the remaining 2007 restricted shares and deferred units after the Reclassification, which would fully vest in connection with a termination by Transocean without cause or an executive leaving Transocean for good reason pursuant to the Executive Change of Control Severance Benefit.

(b)
In addition, the unvested equity awards of the covered officers described under "Long-Term Incentive Plan" vest in connection with a change of control.

        Transocean does not currently expect any covered executive officer to be terminated in connection with the Transactions. However, if any covered executive officer is terminated by Transocean without cause or leaves Transocean for good reason within 24 months after the completion of the Transactions, such covered executive officer would be eligible to receive severance benefits. While Messrs. Mullen, Newman and Tonnel are not covered officers under the Executive Change of Control Benefit, they would, in the event of a termination, be entitled to receive certain severance benefits under either Transocean's executive severance benefit policy or the severance plan being established in connection with the Merger. Unlike the Executive Change of Control Benefit, Transocean's executive severance benefit policy does not require a change of control in order for the executive to be entitled to the benefits.

        Siem Industries, Inc., an affiliate of Kristien Siem, a director of Transocean, holds 500,000 ordinary shares of GlobalSantaFe. Siem Industries has indicated that it intends to vote its shares in favor of the GlobalSantaFe proposal.

Interests of GlobalSantaFe Directors and Executive Officers in the Transactions

        In considering the recommendations of the GlobalSantaFe board of directors with respect to the merger agreement, you should be aware that GlobalSantaFe's directors and executive officers have financial and other interests in the Merger in addition to their interests as shareholders of GlobalSantaFe. The GlobalSantaFe board of directors was aware of these additional interests and considered them, among other matters, in reaching its decision to approve the merger agreement and to recommend that GlobalSantaFe shareholders vote to approve the Merger.

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        At the effective time of the Merger, the board of directors of Transocean will be comprised of seven persons who were designated by Transocean from its current board of directors and seven persons who were designated by GlobalSantaFe from its current board of directors, as more particularly described under "—Governance and Management of Transocean Following the Transactions." Under the terms of the Transocean articles of association to be in effect at the closing of the Transactions, prior to the second anniversary of the effective date of the Merger, any vacancy on Transocean board of directors that relates to a director who was previously a GlobalSantaFe director will be filled by a designee selected by the other former GlobalSantaFe directors who are on the Transocean board. The merger agreement further provides that, at the effective time of the Merger, Robert E. Rose, the current chairman of the board of directors of GlobalSantaFe, will become chairman of the board of directors of Transocean. Under the terms of the Transocean articles of association to be in effect at the closing of the Transactions, any action taken prior to the second anniversary of the effective time of the Merger to remove, replace or appoint a new chairman of the board of Transocean will require the approval of two-thirds of the entire board of directors of Transocean.

        At the effective time of the Merger, Jon A. Marshall, the current Chief Executive Officer and President of GlobalSantaFe, will be the President and Chief Operating Officer of Transocean. Under the terms of the Transocean articles of association to be in effect at the closing of the Transactions, any action taken prior to the second anniversary of the effective time of the Merger to remove, replace or appoint a new president and chief operating officer of Transocean will require the approval of two-thirds of the entire board of directors of Transocean.

        In addition, the parties have agreed that the following officers of GlobalSantaFe will serve as officers of Transocean: Cheryl D. Richard will serve as Senior Vice President, Human Resources and Information Technology, and Robert L. Herrin will serve as Vice President, Audit and Advisory Services. Under the terms of the merger agreement, until December 31, 2008, Transocean will provide the employees of GlobalSantaFe as of the day immediately prior to the effective time of the Merger, including these individuals, with salary and (in the aggregate) other employee compensation and benefits no less favorable than the salary and other employee compensation and benefits that they were receiving from GlobalSantaFe at the effective time of the Merger. See "—Employee Benefits Matters" below.

        Furthermore, Transocean has agreed to assume the severance agreements between GlobalSantaFe and certain of its employees, including those of Ms. Richard and Mr. Marshall.

        Pursuant to their governing instruments, all GlobalSantaFe options to acquire GlobalSantaFe ordinary shares and stock-settled stock appreciation rights, or GlobalSantaFe SARs, including GlobalSantaFe options and SARs held by directors and executive officers of GlobalSantaFe, that are outstanding at the time of shareholder approval of the Merger will become vested and exercisable at that time. The merger agreement provides that each outstanding GlobalSantaFe option and GlobalSantaFe SAR will become exercisable for Transocean ordinary shares immediately following the effective time of the Merger. In addition, GlobalSantaFe options and SARs that would otherwise expire under their terms will be deemed modified to remain exercisable for their full scheduled term in the event the holder thereof is involuntarily terminated for any reason other than cause within twelve months after the effective time of the Merger. Each outstanding GlobalSantaFe stock unit will be exchanged for and converted into the GlobalSantaFe merger consideration. For a more complete description of the terms of the treatment of the GlobalSantaFe options, SARs and stock units, please see "—GlobalSantaFe Options, SARs and Restricted Stock Units and Assumption of GlobalSantaFe

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Stock Plans." Ms. Richard and Messrs. Marshall, Ralls, Dawson, Hunt and McCulloch have agreed that their unvested options and SARs will not become vested and exercisable upon shareholder approval of the Merger, rather that such vesting and exercisability shall occur upon consummation of the Merger. These individuals have also agreed that their stock units will not become payable upon shareholder approval of the Merger, but rather will become payable either upon consummation of the Merger or by March 14 of the year following the year in which shareholder approval occurs.

        Each executive officer of GlobalSantaFe holds cash-based performance units that were awarded by GlobalSantaFe in 2005. Pursuant to their governing instruments, the performance units each have a $25 cash target value and will pay out at, above or below $25 (with a $0 minimum and a $50 maximum) depending on GlobalSantaFe's performance during a three-year performance period ending December 31, 2007, as measured by GlobalSantaFe's return on invested capital and total shareholder return relative to a peer group of its competitors. Pursuant to their governing instruments, all performance units that are outstanding at the time of GlobalSantaFe shareholder approval of the Merger will be paid (a) at the $25 target value if shareholder approval occurs during 2007, such payment to be made on the date of such approval, or (b) at the value determined by GlobalSantaFe's actual performance during the three-year performance period if shareholder approval occurs after 2007, such payment to be made as soon as practicable after December 31, 2007, but, pursuant to the merger agreement, no later than March 14, 2008; provided, however, that GlobalSantaFe could provide that all outstanding performance units will instead be paid (c) at the value determined by GlobalSantaFe's actual performance during that portion of the three-year performance period ending immediately prior to the effective time of the Merger, such payment being made by March 14, 2008, which would require approval by GlobalSantaFe's Compensation Committee and, in the case of the Chief Executive Officer, ratification by GlobalSantaFe's independent directors and, if shareholder approval occurs during 2007 and the payment is made after shareholder approval, or if such payment is less than the payment that would otherwise be made, the consent of the holder of the performance units. If the performance units were to become payable at the $25 target value upon shareholder approval of the Merger in 2007, the value of the performance units held by each executive officer would be as follows: Ms. Richard—$235,000; Mr. Marshall—$925,000; Mr. Ralls—$487,500; Mr. Dawson—$274,500; Mr. Herrin—$40,000; Mr. Hunt—$312,500; Mr. McCulloch—$387,500; Mr. Morrison—$42,700; and Mr. Simmons—$250,000.

        Each GlobalSantaFe executive officer is also a participant in the GlobalSantaFe 2007 Annual Incentive Plan, which provides for cash bonuses based on GlobalSantaFe's and the individual participant's performance during 2007. Pursuant to the terms of the plan, the annual bonuses will be paid, at the discretion of GlobalSantaFe's Compensation Committee, as soon as practicable after December 31, 2007, but, pursuant to the merger agreement, no later than March 14, 2008. GlobalSantaFe could, however, determine prior to the effective time of the Merger that such bonuses will instead be paid based on performance during only a portion of 2007, ending before the determination is made, which would require approval by GlobalSantaFe's Compensation Committee and, in the case of the Chief Executive Officer, ratification by GlobalSantaFe's independent directors.

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        The following table sets forth, as of October 1, 2007, the number of GlobalSantaFe ordinary shares subject to GlobalSantaFe options, SARs and stock units held by GlobalSantaFe's directors and executive officers and the estimated value of the unvested portion of those options, SARs and stock units based on the closing price of $77.35 per GlobalSantaFe ordinary share on such date, which unvested options, SARs and stock units will vest as a result of the Transactions as described in the table under "—Severance Agreements" below. Any changes in the price per GlobalSanteFe ordinary share will affect the values reflected below.

 
   No.
Shares
Subject to
Options
   No.
Shares
Subject to
Unvested
Options
   Weighted
Average
Exercise
Price of
Options
   No.
Shares
Subject to
SARs
   No.
Shares
Subject to
Unvested
SARs
   Weighted
Average
Exercise
Price of
SARs
   No.
Shares
Subject to
Stock
Units
   No.
Shares
Subject to
Unvested
Stock
Units
   Total
Value of
Unvested
Awards
Directors                                          
W. Richard Anderson   —   —   $ —   10,000   10,000   $ 68.54   3,000   3,000   $ 320,150
Thomas W. Cason   35,315   —   $ 31.83   12,000   9,000   $ 63.01   9,000   9,000   $ 808,605
Richard L. George   38,000   —   $ 29.55   12,000   9,000   $ 63.01   9,000   9,000   $ 808,605
Edward R. Muller   14,320   —   $ 36.19   12,000   9,000   $ 63.01   9,000   9,000   $ 808,605
Robert E. Rose   16,000   —   $ 29.35   12,000   9,000   $ 63.01   9,000   9,000   $ 808,605
Stephen J. Solarz   3,000   —   $ 37.72   12,000   9,000   $ 63.01   9,000   9,000   $ 808,605
Carroll W. Suggs   39,970   —   $ 31.05   12,000   9,000   $ 63.01   9,000   9,000   $ 808,605
John L. Whitmire   22,640   —   $ 31.21   12,000   9,000   $ 63.01   9,000   9,000   $ 808,605

Executive Officers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Michael R. Dawson   32,376   5,612   $ 31.18   81,600   67,456   $ 55.25   27,956   27,956   $ 3,794,223
Robert Herrin   5,775   5,775   $ 33.64   7,000   5,742   $ 55.03   7,230   7,230   $ 932,839
Roger B. Hunt   13,200   6,600   $ 37.48   83,200   68,172   $ 55.00   33,500   33,500   $ 4,295,097
Jon A. Marshall   509,096   19,140   $ 32.35   250,400   209,464   $ 55.60   87,400   87,400   $ 11,830,874
James L. McCulloch   37,620   8,085   $ 30.21   85,500   70,030   $ 54.99   31,800   31,800   $ 4,262,815
Stephen E. Morrison   890   890   $ 37.48   24,700   23,816   $ 56.34   11,956   11,956   $ 1,454,723
Walter M. Ralls   31,000   10,230   $ 37.48   121,800   101,128   $ 55.38   43,900   43,900   $ 5,903,810
Cheryl D. Richard   4,950   4,950   $ 37.48   46,308   46,308   $ 56.42   20,850   20,850   $ 2,779,281
R.B. Simmons   32,500   5,280   $ 31.01   62,200   52,408   $ 55.35   24,670   24,670   $ 3,214,246

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        Eight of GlobalSantaFe's executive officers, Ms. Richard and Messrs. Marshall, Ralls, Dawson, Hunt, McCulloch, Morrison and Simmons, have severance agreements with GlobalSantaFe that include enhanced severance after a change in control. The agreements provide severance benefits in the event of termination of employment other than for "cause" or in the event of voluntary termination for "good reason" (as such terms are defined in the agreements). If there is a change in control of GlobalSantaFe (which is triggered by shareholder approval of the Merger) and the executive has a qualifying termination of employment within the three years following the change in control, the severance benefits include:

        Prior to entering into the merger agreement, the GlobalSantaFe board of directors approved the amendment of the severance agreement of Mr. Marshall to extend the period in which he may give notice that a "good reason" event has occurred under his severance agreement from six months to twenty-four months, to provide that he will not be considered to have consented to any event which would otherwise constitute "good reason" under his severance agreement without a signed writing specifically referring to the severance agreement's provision, and to confirm the application of the change-in-control definition in his severance agreement within the context of the merger agreement. In addition, the GlobalSantaFe board of directors approved the amendment of the severance agreements of each of Ms. Richard and Messrs. Ralls, Dawson, Hunt, McCulloch, Morrison and Simmons to provide that the officer will not be considered to have consented to any event that would otherwise constitute "good reason" under the executive officer's severance agreement without a signed writing specifically referring to the severance agreement's provision, and to confirm the application of the change-in-control definition in the executive officer's severance agreement within the context of the merger agreement.

        The table below sets forth, for illustrative purposes, the potential payments to each GlobalSantaFe executive officer assuming a GlobalSantaFe ordinary share price of $77.35 per share (based on the closing price on the record date), a closing date of December 31, 2007, and assuming the employment of the executive officer is terminated by Transocean without cause or the executive officer leaves Transocean for good reason on January 1, 2008. Ms. Richard and Messrs. Marshall and Morrison are expected to continue as officers with the combined company and, as a result, will not become entitled

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to the potential payments, except for the portion of the payments that relates solely to a change in control (as described in footnotes (b) and (d) to the table), unless they leave the combined company for good reason or are terminated without cause within three years following the change in control.

 
   Jon A.
Marshall
   W. Matt
Ralls
   James L.
McCulloch
   Michael R.
Dawson
   R. Blake
Simmons
   Cheryl D.
Richard
   Stephen E.
Morrison
   Roger B.
Hunt
Cash:                                                
  Severance
(Base + Bonus)(a)		   $ 7,650,000   $ 3,750,000   $ 2,587,500   $ 2,587,500   $ 2,242,500   $ 1,980,000   $ 1,650,000   $ 2,518,500
  2007 Bonus   $ 1,700,000   $ 750,000   $ 487,500   $ 487,500   $ 422,500   $ 360,000   $ 300,000   $ 474,500
   
 
 
 
 
 
 
 
    Total Cash   $ 9,350,000   $ 4,500,000   $ 3,075,000   $ 3,075,000   $ 2,665,000   $ 2,340,000   $ 1,950,000   $ 2,993,000
   
 
 
 
 
 
 
 

Performance Units(b)
 
$
925,000
 
$
487,500
 
$
387,500
 
$
274,500
 
$
250,000
 
$
235,000
 
$
42,700
 
$
312,500

Enhanced Retirement (pension, SERP, PEP)(c)
 
$
3,649,299
 
$
3,010,471
 
$
898,411
 
$
2,358,504
 
$
1,544,585
 
$
1,343,379
 
$
1,752,290
 
$
1,692,269

Benefits Continuation
 
$
39,720
 
$
31,641
 
$
39,369
 
$
29,130
 
$
38,919
 
$
28,455
 
$
28,005
 
$
39,279

Equity Awards:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  PARSU   $ 6,760,390   $ 3,395,665   $ 2,459,730   $ 2,162,397   $ 1,908,225   $ 1,612,748   $ 924,797   $ 2,591,225
  Stock Options   $ 763,112   $ 407,870   $ 322,349   $ 222,776   $ 210,514   $ 197,357   $ 35,484   $ 263,142
  SARs   $ 4,307,372   $ 2,100,275   $ 1,480,736   $ 1,409,050   $ 1,095,507   $ 969,176   $ 494,442   $ 1,440,730
   
 
 
 
 
 
 
 
    Total Equity Awards(d)   $ 11,830,874   $ 5,903,810   $ 4,262,814   $ 3,794,222   $ 3,214,245   $ 2,779,280   $ 1,454,723   $ 4,295,097
   
 
 
 
 
 
 
 
Total Change-in-Control Benefits   $ 25,794,893   $ 13,933,422   $ 8,663,094   $ 9,531,382   $ 7,712,749   $ 6,726,114   $ 5,227,731   $ 9,332,145

Excise Tax Gross-up
 
$
6,145,445
 
$
3,333,563
 
$
1,801,452
 
$
2,703,417
 
$
1,784,146
 
$
1,782,115
 
$
1,703,226
 
$
—
Deferred Comp Balance    $ 556,097   $ —   $ —   $ —   $ —   $ —   $ —   $ —
   
 
 
 
 
 
 
 
    Total   $ 32,496,435   $ 17,266,985   $ 10,464,546   $ 12,234,799   $ 9,496,895   $ 8,508,229   $ 6,930,957   $ 9,332,145
   
 
 
 
 
 
 
 
(a)
Amount equal to three times annual base salary, which would be paid as 36 months of salary continuation and an amount equal to three times the highest bonus paid or payable in any one year to the executive officer during the prior three years.

(b)
The amounts in this row describe "single-trigger" benefits, which vest or become payable solely because a change in control occurs under their governing instruments.

(c)
This amount reflects the incremental present value of the continued accrual of service for the salary continuation period for purposes of all pension benefits and the immediate vesting of the executive's SERP benefits as if the executive had attained at least age 55 and at least five years of service. In addition, in the case of Mr. Ralls, this amount reflects the incremental present value of his supplemental agreement, which provides that if his employment is terminated for any reason after he attains age 58, he is entitled to immediate vesting of benefits under the SERP as if he had attained age 62 and 15 years of service and the bonus used to compute benefits shall be the greater of the actual bonus or $250,000. The amounts set forth represent only the present value of the additional benefit derived from these enhancements and do not include the present value of the regular pension benefits that would also be payable. The present value of the regular pension benefits that would also be payable are as follows: Mr. Marshall—$11,701,997; Mr. Ralls—$6,533,582; Mr. McCulloch—$4,271,244; Mr. Dawson—$1,615,983; Mr. Simmons—$1,175,882; Ms. Richard—$459,401; Mr. Morrison—$680,677; and Mr. Hunt—$4,572,601.

(d)
The amounts in this row describe "single-trigger" benefits, which vest or become payable solely because a change in control occurs under their governing instruments. The equity award values are based on the closing price of $77.35 per share on October 1, 2007. Ms. Richard and Messrs. Marshall, Ralls, Dawson, Hunt and McCulloch have agreed that their unvested options and SARs will not become vested and exercisable upon shareholder approval of the Merger, rather that such vesting and exercisability shall occur upon consummation of the Merger. These individuals have also agreed that their stock units will not become payable upon shareholder approval of the Merger, but rather will become payable either upon consummation of the Merger or on March 14 of the year following the year in which shareholder approval occurs. Provided that an executive officer's employment is not terminated without cause and the executive officer does not leave employment for good reason following the change in control, then only the single-trigger benefits will vest or become payable, no excise tax will be incurred, and the total change-in-control benefits for the executive will be as follows: Mr. Marshall—$12,755,874; Mr. Ralls—$6,391,310; Mr. McCulloch—$4,650,314; Mr. Dawson—$4,068,748; Mr. Simmons—$3,464,245; Ms. Richard—$3,014,280; Mr. Morrison—$1,497,436; and Mr. Hunt—$4,607,597.

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        Transocean has also agreed to provide indemnification to, and maintain directors' and officers' liability insurance for, the GlobalSantaFe directors and officers as described under "The Merger Agreement—Covenants—Indemnification and Directors' and Officers' Insurance."


Exchange of Transocean Ordinary Shares and GlobalSantaFe Ordinary Shares for Transocean Ordinary Shares

        Each Transocean ordinary share outstanding immediately prior to the effective time of the Reclassification will be reclassified as, and exchanged for, 0.6996 Transocean ordinary shares and $33.03 in cash. Each GlobalSantaFe ordinary share outstanding immediately prior to the effective time of the Merger will be exchanged for 0.4757 Transocean ordinary shares (after giving effect to the Reclassification) and $22.46 in cash. To allow Transocean and GlobalSantaFe shareholders to exchange their certificates for Transocean ordinary shares, Transocean will deposit with an exchange agent Transocean ordinary shares to be issued and cash to be paid in connection with the Transactions (plus cash in lieu of fractional shares and unpaid distributions, if any) that will be issued in exchange for Transocean ordinary shares and GlobalSantaFe ordinary shares. The exchange agent will then mail to each holder of record of Transocean ordinary shares and GlobalSantaFe ordinary shares a transmittal form that will contain instructions for the surrender of Transocean or GlobalSantaFe ordinary share certificates to be exchanged in the Transactions. Holders of Transocean or GlobalSantaFe ordinary shares who surrender to the exchange agent their share certificates, along with the transmittal form, will receive the number of Transocean ordinary shares that they are entitled to receive and a check representing the aggregate amount of cash consideration and cash in lieu of fractional shares and unpaid dividends and distributions that the shareholders may have a right to receive. Transocean intends to implement a direct registration system at the closing of the Transactions under which all of the Transocean ordinary shares issued in the Transactions will be issued in uncertificated book-entry form.

        The surrendered Transocean and GlobalSantaFe certificates will be canceled. If any Transocean or GlobalSantaFe share certificates are presented to Transocean or the exchange agent after the effective time of the Transactions, then those certificates will be canceled and exchanged for Transocean ordinary shares and a check representing the aggregate amount of cash consideration and cash in lieu of fractional shares that a holder of Transocean or GlobalSantaFe shares, as applicable, is entitled to receive under the merger agreement.

        None of Transocean, the exchange agent or any other person will be liable to any former Transocean or GlobalSantaFe shareholder for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.


Employee Benefits Matters

        At the effective time of the Merger, all employees of Transocean, GlobalSantaFe and their subsidiaries as of the day immediately prior to the effective time (the "Affected Employees") initially will continue to be employed by Transocean and its subsidiaries at the same salaries and wages of such employees immediately prior to the Merger. During the period from the effective time until December 31, 2008, Transocean will:

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        With respect to each Affected Employee, Transocean will credit the period of employment and service recognized by the applicable employer immediately prior to the effective time to have been employment and service with Transocean for purposes of determining the employee's eligibility to join (subject to satisfaction of all nonservice-related eligibility criteria) and vesting (but not benefit accrual for any purpose other than vacation pay, severance and termination pay, sick leave and post-retirement health coverage and satisfaction of early retirement criteria) under all employee benefit plans, programs, policies or similar employment-related arrangements of Transocean in which the Affected Employee is eligible to participate; provided, however, that no such credit shall be provided to the extent it would result in a duplication of credit or benefits. Transocean will waive, and to the extent necessary to effect the provisions of the merger agreement, will use its best efforts to cause the relevant insurance carriers and other third parties to waive, any restrictions and limitations for medical conditions existing as of the effective time of the Merger of those employees and their dependents who were covered immediately prior to the effective time of the Merger under a group health plan maintained by Transocean or GlobalSantaFe, but only to the extent that this medical condition would be covered by Transocean's group health plan if it were not a preexisting condition and only to the extent that such limitations would not have applied under Transocean or GlobalSantaFe's group health plan prior to the effective time of the Merger.

        Transocean will offer at the effective time of the Merger to each Affected Employee coverage under a group health plan which credits such employee towards the deductibles, coinsurance and maximum out-of-pocket provisions imposed under such group health plan, for the year during which the effective time of the Merger (or such later date as the employees participate in such group health plan) occurs, with any applicable expenses already incurred during such year under Transocean or GlobalSantaFe's group health plan.

        Transocean will establish a severance plan, effective for no less than the period from the effective time of the Merger until the second anniversary of the effective time, for the benefit of Affected Employees on a U.S. dollar payroll who are eligible to participate.

        Transocean will pay to each Affected Employee who was employed by Transocean immediately prior to the effective time of the Merger an amount, to the extent then unpaid, equal to the annual incentive bonus to which the Affected Employee would be entitled under the terms of Transocean's 2007 Performance Award and Cash Bonus Plan and applicable award letters. No later than March 14, 2008, Transocean will pay to each Affected Employee who was employed by GlobalSantaFe immediately prior to the effective time of the Merger (or if the effective time has not yet occurred on March 14, 2008, GlobalSantaFe will pay to each person who is an employee of GlobalSantaFe by such date) amounts equal to:

        If the employment of an Affected Employee who would otherwise be entitled to a payment under the first and/or second bullet above is involuntarily terminated, or such an Affected Employee voluntarily terminates employment after attaining age 55 and five years of service, prior to March 14, 2008, the payment or payments will nevertheless be made to such Affected Employee by March 14, 2008.

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        In the event the effective time occurs in 2008, immediately prior to the effective time:

        All Transocean cash-settled stock appreciation rights outstanding at the effective time of the Reclassification will remain outstanding following such effective time, except that immediately following such effective time:

        The matters described in this section are summaries of provisions of the merger agreement that are subject to waiver or amendment by the parties to the merger agreement. These provisions are not intended to grant third-party beneficiary rights to any person that is not a party to the merger agreement.


Adjustment of Transocean Stock Options

        At the effective time of the Reclassification, all outstanding options to acquire Transocean ordinary shares will remain outstanding and will become fully vested and exercisable. Immediately following the effective time of the Reclassification:

92

        In addition, Transocean options that would otherwise expire under their terms will be deemed modified to remain exercisable for their full scheduled term in the event the holder of any such Transocean option is involuntarily terminated for any reason other than cause within twelve months after the effective time of the Merger.

        For purposes of this joint proxy statement, (1) "VWAP" means, as of any specified date, the volume-weighted average price per share of Transocean ordinary shares on the New York Stock Exchange during the period beginning at 9:30 a.m., New York City time (or such other time as is the official open of trading on the New York Stock Exchange) and ending at 4:00 p.m., New York City time (or such other time as is the official close of trading on the New York Stock Exchange), as calculated by Xignite, Inc., (2) the "Transocean Adjustment Fraction" means (A) the VWAP of the Transocean ordinary shares on the last trading day immediately preceding the closing date of the Transactions, divided by (B) the Post-Closing Transocean Ordinary Share Fair Market Value, and (3) the "Post-Closing Transocean Ordinary Share Fair Market Value" means (A) the VWAP of the Transocean ordinary shares on the last trading day immediately preceding the closing date of the Transactions minus $33.03, divided by (B) 0.6996.


GlobalSantaFe Options, SARs and Restricted Stock Units and Assumption of GlobalSantaFe Stock Plans

        Except as described below, the GlobalSantaFe options and stock-settled stock appreciation rights, or GlobalSantaFe SARs, and the relevant GlobalSantaFe stock plans, as in effect at the effective time of the Merger, will remain in effect and be assumed by Transocean.

        All options to acquire GlobalSantaFe ordinary shares that were granted under GlobalSantaFe stock plans will remain outstanding following the effective time of the Merger, subject to certain modifications, as described below. Prior to the effective time of the Merger, Transocean and GlobalSantaFe will take all actions required to permit the assumption of such GlobalSantaFe options by Transocean. Each GlobalSantaFe option assumed by Transocean will, to the extent provided by the applicable governing instruments, and to the extent not already fully vested and exercisable, be fully vested and exercisable as of the effective time of the Merger and will otherwise be subject to the same terms and conditions as under the applicable governing instruments except that immediately following the effective time of the Merger:

In addition, GlobalSantaFe options that would otherwise expire under their terms will be deemed modified to remain exercisable for their full scheduled term in the event the holder of any such

93


GlobalSantaFe option is involuntarily terminated for any reason other than cause within twelve months after the effective time of the Merger.

        For purposes of the foregoing, the "GlobalSantaFe Adjustment Fraction" means (1) the VWAP of the GlobalSantaFe ordinary shares on the last trading day immediately preceding the closing date of the Transactions, divided by (2) the Post-Closing Transocean Ordinary Share Fair Market Value.

        At the effective time of the Merger, all GlobalSantaFe stock-settled SARs outstanding at the effective time of the Merger under the GlobalSantaFe stock plans will remain outstanding following the effective time of the Merger, subject to certain modifications, as described below. Prior to the effective time of the Merger, GlobalSantaFe and Transocean will take all actions required to permit the assumption of the GlobalSantaFe SARs by Transocean. Each GlobalSantaFe SAR assumed by Transocean will, to the extent provided by the applicable governing instruments, and to the extent not already fully vested and exercisable, be fully vested and exercisable as of the effective time of the Merger and will otherwise be subject to the same terms and conditions as under the applicable governing instrument, except that immediately following the effective time:

In addition, GlobalSantaFe SARs that would otherwise expire under their terms will be deemed modified to remain exercisable for their full scheduled term in the event the holder of any such GlobalSantaFe SAR is involuntarily terminated for any reason other than cause within twelve months after the effective time of the Merger.

        Each restricted stock unit with respect to GlobalSantaFe ordinary shares outstanding immediately prior to the effective time of the Merger under the GlobalSantaFe stock plans will, as of the effective time of the Merger, be converted into and exchanged for the GlobalSantaFe merger consideration.

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Treatment of Transocean Warrants and Convertible Debentures

        As of September 28, 2007, warrants to purchase 2,706,550 Transocean ordinary shares at an exercise price of $19 per share were outstanding. The warrant agreement for these warrants provides that, as a result of the Reclassification, the warrants become exercisable for 0.6996 Transocean ordinary shares for each Transocean ordinary share for which the warrants were previously exercisable at an adjusted exercise price equal to an amount determined pursuant to specified formulas in Sections 17(a) and (c) of the warrant agreement. Transocean believes that the adjustment of the number of Transocean ordinary shares for which the warrants are exercisable and the exercise price pursuant to the warrant agreement will not allow holders to receive the full economic benefit of the Reclassification. In order to place the warrantholders in a position more comparable to that of ordinary shareholders, Transocean currently intends to allow warrantholders to receive upon exercise following the Reclassification 0.6996 Transocean ordinary shares and $33.03 (i.e., the same consideration that a warrantholder would have owned immediately after the Reclassification if the warrantholder had exercised its warrant immediately before the Reclassification) for each Transocean ordinary share for which the warrants were previously exercisable, at an exercise price of $19 per Transocean ordinary share for which the warrants were exercisable prior to the Reclassification.

        Prior to consummation of the Transactions, Transocean currently expects to call for redemption its Zero Coupon Convertible Debentures due May 2020 and its 1.5% Convertible Debentures due 2021. If not so redeemed, in accordance with the indentures governing the Zero Coupon Convertible Debentures and the 1.5% Convertible Debentures, as a result of the Reclassification, the debentures will become convertible into 0.6996 Transocean ordinary shares and $33.03 for each Transocean ordinary share for which the debentures were previously convertible.


Dividend Policy

        Transocean does not generally pay cash dividends. Any future declaration and payment of any cash dividends following the completion of the Transactions will (1) depend on Transocean's results of operations, financial condition, cash requirements and other relevant factors, (2) be subject to the discretion of Transocean's board of directors, (3) be subject to restrictions contained in the bridge loan facility and other debt covenants of the combined company and (4) be payable only out of Transocean's profits or share premium account in accordance with Cayman Islands law.


Accounting Treatment and Considerations

        Transocean will account for the Reclassification as a reverse stock split and dividend and will account for the Merger using the purchase method of accounting with Transocean treated as the acquiror. Because of the accounting treatment for the Reclassification, any comparison of estimated or actual earnings per share for 2008 and 2009 to prior periods of Transocean will be affected by the required restatement of prior period earnings per share after the Reclassification in accordance with U.S. GAAP.

        As the accounting acquiror, Transocean's assets and liabilities will remain at historical amounts. In applying purchase accounting, Transocean will record the assets and liabilities of GlobalSantaFe at their estimated fair values at the closing date of the Transactions with the excess of the purchase price over the sum of such fair values recorded as goodwill. For purposes of the pro forma financial statements, the $17.5 billion purchase price is calculated using the estimated number of Transocean ordinary shares to be issued in the Merger and a $113.11 per share average trading price of Transocean ordinary shares for a period of time immediately before and after the Transactions were announced, plus estimated cash consideration to be paid to GlobalSantaFe shareholders based on the number of GlobalSantaFe ordinary shares estimated to be outstanding at the time of the Merger and cash consideration of $22.46 per share plus estimated direct Merger costs and expenses and the estimated fair value of

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GlobalSantaFe stock options and share appreciation rights to be assumed by Transocean. The calculated purchase price is for accounting purposes only and is not indicative of the price at which Transocean ordinary shares will trade immediately before the completion of the Merger or the value of the Transocean ordinary shares to be received by holders of ordinary shares of GlobalSantaFe in connection with the Merger or by holders of Transocean ordinary shares in connection with the Reclassification.

        The estimated $9.6 billion cash payment, which is characterized as a dividend for accounting purposes, to Transocean shareholders is calculated based on the number of Transocean ordinary shares estimated to be outstanding at the time of the Reclassification.


Accretion and Dilution Considerations

        As indicated in "—Opinion of Goldman, Sachs & Co.—Accretion/Dilution Analysis," Transocean management's estimated earnings per share and cash flow per share of the combined company for 2008 and 2009 (as provided to Goldman Sachs in July 2007 for purposes of its opinion) after the Transactions exceeded the estimated earnings per share and cash flow per share of Transocean on a standalone basis (assuming no Transactions are completed). Similarly, as indicated in "—Opinion of Lehman Brothers Inc.," the Lehman Brothers pro forma merger model provides that for the combined company, the estimated 2008 and 2009 cash flow per share and earnings exceeded the estimated cash flow per share and earnings of Transocean on a standalone basis (assuming no Transactions are completed). If the standalone estimated 2008 and 2009 earnings per share are adjusted to reflect the reverse stock split in a similar fashion to how historical earnings per share will be adjusted for U.S. GAAP, then the Transactions would be dilutive to both estimated earnings and cash flow per share. Without the Reclassification, the Merger by itself would be accretive to such estimated earnings and cash flow per share in 2008 and 2009.


Material U.S. Federal Income Tax Consequences

Scope of Discussion

        The following discussion summarizes the material U.S. federal income tax consequences of (1) the Reclassification to U.S. holders and non-U.S. holders (as defined below) of Transocean ordinary shares, (2) the Merger to U.S. holders and non-U.S. holders of GlobalSantaFe ordinary shares, and (3) the subsequent ownership and disposition of Transocean ordinary shares.

        This discussion is based upon the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated under the Internal Revenue Code, court decisions, published positions of the Internal Revenue Service and other applicable authorities, all as in effect on the date of this document and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to holders who hold Transocean ordinary shares or GlobalSantaFe ordinary shares, and who will after the Reclassification and the Merger hold Transocean ordinary shares, as capital assets for U.S. federal income tax purposes (generally, assets held for investment). This discussion does not address all of the U.S. federal income tax consequences that may be relevant to holders in light of their particular circumstances or to holders who may be subject to special treatment under U.S. federal income tax laws, such as:

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        Moreover, this discussion does not address any aspect of non-income taxation or state, local or foreign taxation. No ruling has been or will be obtained from the Internal Revenue Service regarding the Reclassification or the Merger. While receipt of opinions of counsel on certain tax consequences of the Reclassification and the Merger are conditions to the closing of the Transactions, an opinion of counsel is not a guarantee of a result, since such an opinion merely represents counsel's best legal judgment and is not binding on the Internal Revenue Service or the courts. In addition, the parties have not received and do not expect to receive opinions of counsel except as specifically described below. As a result, no assurance can be given that the Internal Revenue Service will not assert, or that a court will not sustain, a position contrary to any of the conclusions set forth below.

        As used in this summary, a "U.S. holder" is a beneficial owner of Transocean ordinary shares or GlobalSantaFe ordinary shares who for U.S. federal income tax purposes is:

        A "non-U.S. holder" of Transocean ordinary shares or GlobalSantaFe ordinary shares is a holder, other than an entity or arrangement treated as a partnership for U.S. federal income tax purposes, that is not a U.S. holder. For purposes of this summary, "holder" or "shareholder" means either a U.S. holder or a non-U.S. holder or both, as the context may require.

        If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of Transocean ordinary shares or GlobalSantaFe ordinary shares, the tax treatment of a partner in that partnership will generally depend on the status of the partner and the activities of the partnership. Holders of Transocean ordinary shares or GlobalSantaFe ordinary shares that are partnerships and partners in these partnerships are urged to consult their tax advisers regarding the U.S. federal income tax consequences to them of the Reclassification or the Merger.

        The treatment of holders of Transocean ordinary shares or GlobalSantaFe ordinary shares in some cases could be materially different from that described below if Transocean or GlobalSantaFe were a passive foreign investment company in a prior taxable year or were a passive foreign investment company in the taxable year in which the Reclassification and the Merger occur. Transocean and GlobalSantaFe in each case believes that it has not been a passive foreign investment company in any prior taxable year and does not expect to be a passive foreign investment company in the taxable year in which the Reclassification and the Merger occur.

        In the discussion which follows, it is assumed that neither Transocean nor GlobalSantaFe has been a passive foreign investment company in any prior taxable year or will be a passive foreign investment company in the taxable year in which the Reclassification and the Merger occur. It is also assumed, as Transocean expects to be the case, that Transocean will continue to be a foreign corporation in the future and that its ordinary shares will continue to be listed on the New York Stock Exchange.

        THIS SUMMARY IS NOT A SUBSTITUTE FOR AN INDIVIDUAL ANALYSIS OF THE TAX CONSEQUENCES OF THE RECLASSIFICATION OR THE MERGER TO YOU. WE URGE YOU TO CONSULT A TAX ADVISER REGARDING THE PARTICULAR FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE RECLASSIFICATION OR THE MERGER IN LIGHT OF YOUR OWN SITUATION.

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Opinions of Counsel

        It is a condition to the obligation of Transocean to close the Reclassification and the Merger that it shall have received the opinion of its counsel, Baker Botts L.L.P., effective as of the date of the closing of the Transactions, that (1) Transocean shareholders will recognize no income or gain in the Reclassification except with respect to cash received in the Reclassification and (2) the Merger will be treated as a reorganization qualifying under section 368(a) of the Internal Revenue Code. It is a condition to the obligation of GlobalSantaFe to close the Merger that it shall have received the opinion of its counsel, Skadden, Arps, Slate, Meagher & Flom LLP, effective as of the date of the closing of the Transactions, that the Merger will be treated as a reorganization qualifying under section 368(a) of the Internal Revenue Code.

        The opinions of counsel may state that the conclusions expressed therein are not entirely free from doubt and may include other qualifications and limitations as expressed therein. These opinions are and will be based on U.S. federal income tax law in effect as of the date of the opinions. In rendering their opinions, Baker Botts L.L.P. and Skadden, Arps, Slate, Meagher & Flom LLP will rely on certain assumptions, including assumptions regarding the absence of changes in existing facts and the completion of the Reclassification and the Merger strictly in accordance with the merger agreement and this joint proxy statement. Counsel will also rely upon certain representations and covenants in the merger agreement as well as representation letters provided by Transocean and GlobalSantaFe and will assume that these representations are true, correct and complete without regard to any knowledge limitation and that these covenants will be complied with. If any of these assumptions or representations are inaccurate in any way, or any of the covenants are not complied with, the opinions could be adversely affected. In addition, counsel will rely upon the opinions of Cayman Islands counsel as to certain matters of Cayman Islands law.

        In the remainder of this discussion, except as otherwise indicated, it is assumed that the opinions of counsel described above will be delivered at closing and that, notwithstanding any qualifications or limitations in the opinions, (1) Transocean shareholders will recognize no income or gain in the Reclassification except with respect to cash received in the Reclassification and (2) the Merger will be treated as a reorganization qualifying under section 368(a) of the Internal Revenue Code.

The Reclassification

        The following is a discussion of the material U.S. federal income tax consequences to the holders of Transocean ordinary shares of the Reclassification and, in the case of non-U.S holders, of the subsequent ownership and disposition of the Transocean ordinary shares. The discussion is subject to the assumptions and limitations set forth above in "—Material U.S. Federal Income Tax Consequences—Scope of Discussion" and "—Opinions of Counsel."

        Transocean expects that the cash paid by Transocean to its shareholders in the Reclassification will be treated as paid in redemption of a pro rata portion of their Transocean ordinary shares (i.e., approximately 30.04%, which represents the portion of each Transocean ordinary share which, under the merger agreement, is to be exchanged for cash). Transocean presently intends to so treat the Reclassification for relevant reporting purposes. However, it is possible that the Reclassification will be treated as a recapitalization under section 368(a)(1)(E) of the Internal Revenue Code. The differences between treatment as a redemption and as a recapitalization are as described below.

        Treatment of the Reclassification as a Redemption.    If the cash delivered in the Reclassification is treated as received in a redemption, then a U.S. holder of Transocean ordinary shares will recognize

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capital gain or loss equal to the difference between the cash received from Transocean and the allocable tax basis of the shares considered to be redeemed, if any of the following tests is satisfied:

        These tests are prescribed by section 302 of the Internal Revenue Code and will sometimes be referred to as the "section 302 tests."

        Gain or loss will be computed separately with respect to each identified block (that is, stock acquired at the same time for the same price) of Transocean ordinary shares redeemed. Capital gain or loss of a U.S. holder generally will be long-term capital gain or loss if the Transocean ordinary shares have been held by the U.S. holder for more than one year. Under current law, long-term capital gain of non-corporate U.S. holders is subject to tax at a maximum rate of 15%. There are limitations on the deductibility of capital losses.

        As indicated, Transocean expects that the portion of the shares considered to be redeemed from each of its shareholders will be approximately 30.04%, which represents the portion of each Transocean ordinary share which, under the merger agreement, is to be exchanged for cash. It is possible but, in Transocean's view, unlikely, that some other portion of the shares might be considered to be redeemed, in which case the allocable basis for determining the amount of capital gain or loss for shareholders qualifying for such treatment would be affected.

        Under the merger agreement, Transocean shareholders will receive cash payments in lieu of fractional shares. If the Reclassification is treated as a redemption, cash paid for a fractional share will be treated as additional proceeds of the redemption.

        Each of the section 302 tests requires, in one manner or another, that a shareholder's proportionate interest in Transocean (i.e., the percentage of Transocean ordinary shares that the shareholder owns) be reduced by the redemption. Dispositions or acquisitions of Transocean ordinary shares which are contemporaneous with the Reclassification and the Merger may be deemed to be part of a single integrated transaction with the Reclassification and the Merger and may be taken into account in determining whether any of the section 302 tests has been satisfied.

        In applying the section 302 tests, U.S. holders must take into account not only the Transocean ordinary shares that they actually own but also any Transocean ordinary shares they are treated as owning under the constructive ownership rules described in section 318 of the Internal Revenue Code (as modified by section 302(c)). Under the constructive ownership rules, a shareholder is treated as constructively owning any Transocean ordinary shares that are owned by certain related individuals or entities and any Transocean ordinary shares that the shareholder has the right to acquire by exercise of an option or by conversion or exchange of a security. In the remainder of this discussion, references to ownership of stock include constructive as well as actual ownership.

        Under the "substantially disproportionate" test, the percentage of Transocean ordinary shares which the shareholder owns after the redemption must be less than 80% of the percentage of the Transocean ordinary shares owned by the shareholder immediately before the redemption. Under the "not essentially equivalent to a dividend" test, the reduction in the shareholder's interest in Transocean in the redemption must be a "meaningful reduction" in light of the shareholder's particular facts and circumstances. The Internal Revenue Service has indicated that even a small reduction in the interest of a minority shareholder that owns a small number of shares in a publicly and widely held corporation and that exercises no control over corporate affairs would be a meaningful reduction for this purpose.

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        Under the merger agreement, the Reclassification will occur immediately before the Merger. While the matter is not free from doubt, Transocean expects that the "substantially disproportionate" test and the "not essentially equivalent to a dividend" test will be applied by comparing a shareholder's proportionate interest in Transocean before the Reclassification with the shareholder's proportionate interest in Transocean after the Merger.

        If this is correct, then a Transocean shareholder who owns no GlobalSantaFe shares at the time of the Reclassification and the Merger should generally satisfy the "substantially disproportionate" test. In addition, if the tests are so applied, a shareholder who does own GlobalSantaFe shares but in a lesser proportionate amount than the shareholder's ownership of Transocean shares may be able to satisfy either the "substantially disproportionate" test or the "not essentially equivalent to a dividend" test.

        It is possible that the "substantially disproportionate" and "not essentially equivalent to a dividend" tests will be applied in a different manner from that just described. In this event, Transocean shareholders may not generally satisfy either such test.

        A Transocean shareholder may be able to satisfy the "complete termination" test if the shareholder sells or otherwise disposes of all of the shareholder's Transocean ordinary shares for cash contemporaneously with the completion of the Reclassification and as part of a plan which includes participation by the shareholder in the Reclassification. However, there is some uncertainty as to whether the "complete termination" test applies in such circumstances. Shareholders should consult their own tax advisers as to this matter in light of their specific circumstances and the applicable law.

        If none of the section 302 tests is satisfied, no loss will be recognized, and the entire amount of cash received by the shareholder from Transocean will be treated as the distribution of a dividend, to the extent of Transocean's available current and accumulated earnings and profits, then as a tax-free return of capital to the extent of the allowable basis recovery, as discussed below, and then as capital gain. The available earnings and profits of Transocean for this purpose may be increased by part or all of the available earnings and profits of GlobalSantaFe at the time of the Merger.

        The amount treated as a dividend which is received by a non-corporate shareholder will generally be subject to U.S. federal income tax at a maximum rate of 15%, provided certain holding period requirements are met. The amount treated as a dividend which is received by a corporate shareholder will not be eligible for the dividends received deduction which is generally allowed to U.S. corporate shareholders on dividends received from a domestic corporation, except to the extent, if any, that such dividend is treated as having been paid out of earnings and profits accumulated by a U.S. predecessor of Transocean.

        As indicated, if none of the section 302 tests is satisfied, the cash received by a Transocean shareholder which is in excess of the amount treated as a dividend will be treated as a tax-free return of capital to the extent of the allowable basis recovery. In comparable circumstances, the Internal Revenue Service has stated that the better view of current law is that only the basis of the shares redeemed (as opposed to the shareholder's basis in all of the shareholder's Transocean ordinary shares) may be recovered but that the Internal Revenue Service is considering other approaches. If the allowable basis recovery is limited to the basis of the shares considered to be redeemed, and if that basis exceeds the amount of cash treated as a tax-free return of capital, then, under current Treasury regulations, the excess basis will be added to the shareholder's basis in the shareholder's other Transocean ordinary shares.

        Special rules not here described may apply to shareholders who do not have a uniform basis and holding period in all of their Transocean ordinary shares, to corporate shareholders, as to which any dividend which is treated as having been paid out of earnings and profits accumulated by a U.S. predecessor of Transocean might be subject to the "extraordinary dividend" provisions of section 1059 of the Internal Revenue Code, and to non-corporate shareholders who subsequently dispose of their

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Transocean ordinary shares at a loss after having received an amount taxable as a dividend with respect to those shares. Shareholders in these circumstances should consult their own tax advisers as to the particular tax consequences to them if none of the section 302 tests is satisfied.

        Certain U.S. holders of Transocean ordinary shares may be subject to backup withholding (currently at a rate of 28%) on cash received pursuant to the Reclassification. Backup withholding will not apply, however, to a holder of Transocean ordinary shares who provides a correct taxpayer identification number or comes within certain exempt categories and complies with applicable certification requirements. In addition to being subject to backup withholding, if a U.S. holder of Transocean ordinary shares does not provide Transocean (or the exchange agent) with the holder's correct taxpayer identification number or other required information, the holder may be subject to penalties imposed by the Internal Revenue Service. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the holder's U.S. federal income tax liability, provided that the holder furnishes certain required information to the Internal Revenue Service.

        Treatment in General.    As indicated, while Transocean expects that the Reclassification will be treated as a redemption of a pro rata portion of the Transocean ordinary shares, it is possible that the Reclassification will be treated as a recapitalization under section 368(a)(1)(E) of the Internal Revenue Code. In this event, subject to the discussion below under "Separate Distribution," Transocean shareholders would be treated as receiving new Transocean ordinary shares and cash in exchange for their existing Transocean ordinary shares.

        In this event, each Transocean shareholder would recognize gain, but not loss, on the exchange in an amount equal to the lesser of:

        Any such gain would be capital gain provided that one of the section 302 tests described above was satisfied. The section 302 tests would generally be applied in the manner described above. See "—Treatment of the Reclassification as a Redemption."

        Capital gain generally would be long-term capital gain if the Transocean ordinary shares have been held by the shareholder for more than one year. Under current law, long-term capital gain of non-corporate shareholders is subject to tax at a maximum rate of 15%.

        If none of the section 302 tests were satisfied, the shareholder's gain would be treated as the distribution of a dividend to the extent of the shareholder's ratable share of Transocean's available earnings and profits and then as capital gain. The available earnings and profits of Transocean for this purpose may be increased by part or all of the available earnings and profits of GlobalSantaFe at the time of the Merger. The amount treated as a dividend which was received by a non-corporate shareholder would generally be subject to U.S. federal income tax at a maximum rate of 15%, provided certain holding period requirements were met.

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        The amount treated as a dividend which was received by a corporate shareholder would not be eligible for the dividends received deduction which is generally allowed to U.S. corporate shareholders on dividends received from a domestic corporation, except to the extent, if any, that such dividend was treated as having been paid out of earnings and profits accumulated by a U.S. predecessor of Transocean. The amount treated as a dividend, if any, which was treated as having been paid out of earnings and profits accumulated by a U.S. predecessor of Transocean in some cases might be subject to the "extraordinary dividend" provisions of section 1059 of the Internal Revenue Code. U.S. corporate shareholders should consult their own tax advisers as to these matters.

        The aggregate tax basis of the new Transocean ordinary shares treated as having been received by a U.S. holder in the Reclassification (excluding the basis in any Transocean fractional ordinary share) would be the same as the aggregate tax basis of the Transocean ordinary shares held immediately before the recapitalization (excluding any basis allocable to a fractional share), decreased by the amount of cash received (excluding any cash received in lieu of a fractional share) and increased by the amount of gain recognized in the Reclassification (including gain treated as dividend income but excluding any gain recognized as a result of cash received in lieu of a fractional share).

        The holding period of the Transocean ordinary shares treated as having been received by a Transocean shareholder pursuant to the Reclassification would include the holding period of the Transocean ordinary shares held immediately before the Reclassification. Transocean shareholders who hold Transocean ordinary shares with differing bases or holding periods are urged to consult their tax advisers with regard to identifying the bases or holding periods of the particular Transocean ordinary shares received in the Reclassification in the event the Reclassification were treated as a recapitalization.

        If the Reclassification were treated as a recapitalization and a shareholder received cash in lieu of a fractional Transocean ordinary share, the holder would generally recognize capital gain or loss in an amount equal to the difference between the cash so received and the portion of the holder's tax basis in the Transocean ordinary shares that was allocable to the fractional share. The capital gain or loss would be long-term capital gain or loss if the holding period for the fractional share is more than one year as of the date of the Reclassification.

        Separate Distribution.    Notwithstanding the foregoing, it is possible but, in Transocean's view, unlikely that the cash payment could be treated as a distribution which was separate from the reduction in the number of Transocean ordinary shares. In this event, the cash received by a Transocean shareholder would be treated as the distribution of a dividend, to the extent of Transocean's current and accumulated earnings and profits, then as a tax-free return of capital to the extent of the shareholder's basis in all of the shareholder's ordinary shares, and then as capital gain. Additional considerations as to this treatment of the cash payment would be similar to those described for a shareholder who does not meet any of the section 302 tests in the case of a redemption. See "—Treatment of the Reclassification as a Redemption."

        A non-U.S. holder of Transocean ordinary shares will not be subject to U.S. federal income or withholding tax on any gain or dividend income with respect to the Reclassification and will not be subject to U.S. federal income or withholding tax on any gain recognized on a subsequent disposition of Transocean ordinary shares held after the Reclassification or on dividends paid on such shares, unless:

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        In order not to be subject to backup withholding tax on cash received in connection with the Reclassification, a subsequent disposition of Transocean ordinary shares, or dividends paid on those shares, a non-U.S. holder may be required to provide a taxpayer identification number, certify the holder's foreign status or otherwise establish an exemption.

The Merger

        The following is a discussion of the material U.S. federal income tax consequences to the holders of GlobalSantaFe ordinary shares on the exchange in the Merger of GlobalSantaFe ordinary shares for Transocean ordinary shares and cash and, in the case of non-U.S. holders, of holding and disposing of Transocean ordinary shares received in such exchange. The discussion is subject to the assumptions and limitations set forth above in "—Material U.S. Federal Income Tax Consequences—Scope of Discussion."

        Assuming the Merger qualifies as a "reorganization" within the meaning of section 368(a) of the Internal Revenue Code, the material U.S. federal income tax consequences of the Merger to a U.S. holder of GlobalSantaFe ordinary shares are as follows:

        A U.S. holder of GlobalSantaFe ordinary shares will generally recognize gain (but not loss) in the Merger. Any gain recognized will equal the lesser of:

        Gain recognized upon the exchange generally will be capital gain, unless the receipt of cash by a U.S. holder has the effect of a distribution of a dividend. If the receipt of cash has the effect of the distribution of a dividend, the gain will be treated as dividend income to the extent of the U.S. holder's ratable share of available earnings and profits as calculated for U.S. federal income tax purposes. While the matter is not clear, the better reasoned view is that, for this purpose, available earnings and profits will include only the available earnings and profits of GlobalSantaFe at the time of the Merger and will not include any earnings and profits of Transocean.

        For purposes of determining whether the receipt of cash has the effect of a distribution of a dividend, a GlobalSantaFe shareholder will be treated as if the shareholder exchanged all of the shareholder's GlobalSantaFe ordinary shares solely for Transocean ordinary shares and then received cash in the amount actually paid to the shareholder in redemption of a portion of the Transocean ordinary shares. The section 302 tests described above (including the constructive ownership rules) will then be applied to determine whether the shareholder has experienced a qualifying reduction in

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interest in Transocean. See "—The Reclassification—U.S. Holders of Transocean Ordinary Shares—Treatment of the Reclassification as a Redemption."

        Although the matter is not free from doubt, GlobalSantaFe believes that a U.S. holder of its ordinary shares who does not, immediately prior to the Merger, actually or constructively, own any Transocean ordinary shares should generally qualify under the "not essentially equivalent to a dividend" test described above. As discussed above, under the "not essentially equivalent to a dividend" test, the reduction in the shareholder's interest in Transocean in the deemed redemption for cash of a portion of the shares treated as received in the Merger must be a "meaningful reduction" in light of the shareholder's particular facts and circumstances. The Internal Revenue Service has indicated that even a small reduction in the interest of a minority shareholder that owns a small number of shares in a publicly and widely held corporation and that exercises no control over corporate affairs would be a meaningful reduction for this purpose. U.S. holders are urged to consult their tax advisers about the possibility that all or a portion of any cash received in exchange for GlobalSantaFe ordinary shares will be treated as a dividend.

        Any recognized capital gain will be long-term capital gain if the U.S. holder has held the GlobalSantaFe ordinary shares for more than one year. Under current law, long-term capital gain of non-corporate shareholders is subject to tax at a maximum rate of 15%.

        Any gain of a non-corporate holder which is treated as dividend income will generally be subject to U.S. federal income tax at a maximum rate of 15%, provided certain holding period requirements are met. Any gain of a corporate holder which is treated as dividend income will not be eligible for the dividends received deduction which is generally allowed to U.S. corporate shareholders on dividends received from a domestic corporation.

        The aggregate tax basis of the Transocean ordinary shares received by a U.S. holder of GlobalSantaFe ordinary shares in the Merger (excluding the basis in any fractional share) will be the same as the aggregate tax basis of the GlobalSantaFe ordinary shares exchanged in the Merger (excluding any basis allocable to a fractional share), decreased by the amount of cash received (excluding any cash received in lieu of a fractional share) and increased by the amount of gain recognized in the Merger (including gain treated as dividend income but excluding any gain recognized as a result of cash received in lieu of a fractional share).

        The holding period of the Transocean ordinary shares received by a GlobalSantaFe shareholder pursuant to the Merger will include the holding period of the GlobalSantaFe ordinary shares surrendered in the Merger. GlobalSantaFe shareholders who hold GlobalSantaFe ordinary shares with differing bases or holding periods are urged to consult their tax advisers with regard to identifying the bases or holding periods of the particular Transocean ordinary shares received in the Merger.

        If a U.S. holder of GlobalSantaFe ordinary shares receives cash in lieu of a fractional Transocean ordinary share, the holder will generally recognize capital gain or loss equal to the difference between the cash so received and the portion of the holder's tax basis in the GlobalSantaFe ordinary shares that is allocable to this fractional share. The capital gain or loss will be long-term capital gain or loss if the holding period for the fractional share is more than one year as of the date of the Merger.

        Special rules not here described apply to any U.S. holder of GlobalSantaFe ordinary shares who, immediately after the Merger, actually and constructively owns at least 5% of the Transocean ordinary shares. Any such shareholder should consult the shareholder's own tax adviser concerning the treatment of the shareholder in the Merger, including the possibility of filing a "gain recognition agreement" under applicable Treasury regulations.

        Certain U.S. holders of GlobalSantaFe ordinary shares may be subject to backup withholding (currently at a rate of 28%) on cash received pursuant to the Merger. Backup withholding will not

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apply, however, to a holder of GlobalSantaFe ordinary shares who provides a correct taxpayer identification number or comes within certain exempt categories and complies with applicable certification requirements. In addition to being subject to backup withholding, if a U.S. holder of GlobalSantaFe ordinary shares does not provide Transocean (or the exchange agent) with the holder's correct taxpayer identification number or other required information, the holder may be subject to penalties imposed by the Internal Revenue Service. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the holder's U.S. federal income tax liability, provided that the holder furnishes certain required information to the Internal Revenue Service.

        A non-U.S. holder of GlobalSantaFe ordinary shares will not be subject to U.S. federal income or withholding tax on any gain or dividend income with respect to the Merger and will not be subject to U.S. federal income or withholding tax on any gain recognized on a subsequent disposition of Transocean ordinary shares received in the Merger or on dividends paid on such shares, unless:

        In order not to be subject to backup withholding tax on cash received in connection with the Merger, a subsequent disposition of Transocean ordinary shares, or dividends paid on those shares, a non-U.S. holder may be required to provide a taxpayer identification number, certify the holder's foreign status or otherwise establish an exemption.

        If the Merger were not treated as a reorganization qualifying under section 368(a) of the Internal Revenue Code, then (1) each U.S. holder of GlobalSantaFe ordinary shares would recognize capital gain or loss equal to the difference between (a) the sum of the fair market value of the Transocean ordinary shares and the amount of cash received in the Merger (including cash received in lieu of a fractional Transocean ordinary share) and (b) the shareholder's tax basis in the GlobalSantaFe ordinary shares surrendered in exchange therefor and (2) each non-U.S. holder of GlobalSantaFe ordinary shares generally would not be subject to U.S. federal income tax on any gain recognized, subject to the exceptions set forth above under the heading "—Non-U.S. Holders of GlobalSantaFe Ordinary Shares."

Subsequent Ownership and Disposition of Transocean Ordinary Shares

        The following is a discussion of the material U.S. federal income tax consequences to U.S. holders of Transocean ordinary shares and GlobalSantaFe ordinary shares of the ownership and disposition of Transocean ordinary shares after the Reclassification and the Merger. The discussion is subject to the assumptions and limitations set forth above in "—Material U.S. Federal Income Tax Consequences—Scope of Discussion."

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        The following discussion of distributions and sale of Transocean ordinary shares is subject to the discussion in the section below which is entitled "Special Status of Certain Foreign Corporations for U.S. Tax Purposes."

        U.S. holders of Transocean ordinary shares will be required to include in gross income as ordinary income the gross amount of any distribution on the Transocean ordinary shares, to the extent that the distribution is paid out of Transocean's current or accumulated earnings and profits as determined for U.S. tax purposes (a "dividend"). Under current law, dividends received by a non-corporate shareholder will generally be subject to U.S. federal income tax at a maximum rate of 15%, provided certain holding period requirements are met.

        This reduced rate of tax on dividends is scheduled to expire effective for taxable years beginning after December 31, 2010. In addition, legislation has been proposed that would impose certain conditions on the availability of the reduced rate, which conditions Transocean would not expect to meet. Dividends received by a corporate shareholder will not be eligible for the dividends received deduction which is generally allowed to U.S. corporate shareholders on dividends received from a domestic corporation, except to the extent, if any, that such dividend is treated as having been paid out of earnings and profits accumulated by a U.S. predecessor of Transocean.

        Distributions in excess of current and accumulated earnings and profits will be applied first to reduce the tax basis of the U.S. holder of Transocean ordinary shares in such holder's shares. To the extent that the distribution exceeds the holder's tax basis, the excess will constitute gain from a sale or exchange of the shares.

        A U.S. holder of Transocean ordinary shares will generally recognize gain or loss for U.S. tax purposes upon the sale or exchange of such shares in an amount equal to the difference between the amount realized from such sale or exchange and the holder's tax basis in such shares. Such gain or loss will be capital gain or loss.

        Under current law, long-term capital gain of non-corporate shareholders is subject to tax at a maximum rate of 15%. However, this reduced rate is scheduled to expire effective for taxable years beginning after December 31, 2010. There are limitations on the deductibility of capital losses.

        Dividends on Transocean ordinary shares paid within the United States or through certain U.S.-related financial intermediaries are subject to information reporting and may be subject to backup withholding (currently at a 28% rate) unless the holder (1) is a corporation or other exempt recipient or (2) provides a taxpayer identification number and satisfies certain certification requirements. Information reporting requirements and backup withholding may also apply to the cash proceeds of a sale of the Transocean ordinary shares.

        In addition to being subject to backup withholding, if a U.S. holder of Transocean ordinary shares does not provide Transocean (or the paying agent) with the holder's correct taxpayer identification number or other required information, the holder may be subject to penalties imposed by the Internal Revenue Service. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the holder's U.S. federal income tax liability, provided that the holder furnishes certain required information to the Internal Revenue Service.

        For U.S. tax purposes, a foreign corporation, such as Transocean, is classified as a passive foreign investment company for each taxable year in which either (1) 75% or more of its gross income is passive income (as defined for U.S. tax purposes) or (2) the average percentage of its assets which produce passive income or which are held for the production of passive income is at least 50%. For

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purposes of applying the tests in the preceding sentence, the foreign corporation is deemed to own its proportionate share of the assets of and to receive directly its proportionate share of the income of any other corporation of which the foreign corporation owns, directly or indirectly, at least 25% by value of the stock.

        Classification of a foreign corporation as a passive foreign investment company can have various adverse consequences to shareholders of the corporation who are U.S. persons. These include taxation of gain on a sale or other disposition of the shares of the corporation at the maximum ordinary income rates and imposition of an interest charge on gain or on distributions with respect to the shares.

        Transocean believes that it will not be a passive foreign investment company following the Merger. However, the tests for determining passive foreign investment company status are applied annually, and it is difficult accurately to predict future income and assets relevant to this determination. Accordingly, Transocean cannot assure U.S. holders of Transocean ordinary shares that it will not become a passive foreign investment company.

        If Transocean should determine in the future that it is a passive foreign investment company, it will endeavor to so notify U.S. holders of Transocean ordinary shares, although there can be no assurance that it will be able to do so in a timely and complete manner. U.S. holders of Transocean ordinary shares should consult their own tax advisers about the passive foreign investment company rules, including the availability of certain elections.


Amendment and Restatement of Transocean's Memorandum of Association and Articles of Association

General

        The board of directors of Transocean has unanimously adopted a resolution to submit to a vote of its shareholders a proposal to amend and restate its memorandum of association and articles of association to, among other things, increase the maximum number of directors constituting the board of directors of Transocean from 13 to 14, to provide for certain corporate governance provisions described below, and make certain updating changes described below.

Purpose of Increasing the Number of Directors and the Corporate Governance Provisions

        There are currently 12 directors serving on Transocean's board of directors. The maximum number of directors under Transocean's charter documents is 13. If this proposal is approved by Transocean's shareholders, the maximum number of directors would increase from 13 to 14. The merger agreement provides that the board of directors of Transocean at the effective time of the Merger will be comprised of 14 directors, seven of whom will be designated by Transocean and seven of whom will be designated by GlobalSantaFe.

        The merger agreement also stipulates that Transocean's amended and restated memorandum of association and articles of association will provide for the following corporate governance provisions during the two-year period following the completion of the Transactions:

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In addition, the foregoing provisions may not be amended unless such amendment was first approved by the vote of two-thirds of the entire board of directors.

Purpose of the Updating Changes

        The purpose of the updating changes is the addition of provisions (1) for uncertificated shares, (2) for the electronic transmission of proxies and (3) clarifying the role and duties of the Chief Executive Officer and the President.

Vote Required; Recommendation of the Board of Directors

        Approval of this proposal requires the vote of at least two-thirds of the votes of Transocean shareholders cast on the proposal. Approval of this proposal is a condition to the completion of the Transactions. If approved, the proposal will be implemented only if the Transactions are completed.

        For the reasons described above, Transocean's board of directors unanimously recommends that the Transocean shareholders vote "FOR" the proposal to amend and restate Transocean's memorandum of association and articles of association.


Regulatory Matters

        Transocean and GlobalSantaFe must make filings and receive authorizations from various governmental agencies, both in the United States and internationally, to complete the Transactions. These filings, notifications and clearances relate primarily to antitrust and securities laws. Transocean and GlobalSantaFe intend to pursue vigorously all required regulatory clearances. Although the required clearances have not yet been received, Transocean and GlobalSantaFe estimate that they will receive regulatory clearances sufficient to complete the Transactions by the end of 2007. However, the Transactions may not be completed until some time in 2008. Neither Transocean nor GlobalSantaFe can assure you that it will obtain all required clearances by the time of its shareholder meeting or at all. In addition, neither Transocean nor GlobalSantaFe can assure you that governmental authorities will not impose unfavorable conditions for granting the required clearances.

        Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), the parties cannot complete the Merger until they have notified and furnished information to the Federal Trade Commission and the Antitrust Division of the United States Department of Justice and a specified waiting period expires or is terminated. Transocean and GlobalSantaFe made their filing under the HSR Act and were granted early termination of the waiting period under the HSR Act on September 19, 2007.

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        Each other country and U.S. state in which Transocean or GlobalSantaFe has operations also may review the Merger under its antitrust laws. The parties have informally notified the U.K. competition authorities of their intent to enter into the Merger, and have furnished information to the U.K. authorities regarding the transaction and the relevant economic circumstances. A competition/antitrust filing has also been made in Brazil.

        At any time before the completion of the Merger, any of the relevant governmental authorities or a private person or entity could seek under antitrust laws, among other things, to prevent the Merger or to cause Transocean or GlobalSantaFe to divest assets or businesses as a condition to completing the Merger. Neither Transocean nor GlobalSantaFe can assure you that a challenge to the Merger will not be made or, if a challenge is made, that Transocean or GlobalSantaFe will prevail.

        Furthermore, any of the relevant governmental authorities or a private person or entity could seek, under antitrust laws, to take action against Transocean or GlobalSantaFe after the completion of the Merger. Transocean and GlobalSantaFe are unable to predict whether any action will be taken or what the outcome of any action may be.

        The parties' obligation to complete the Transactions is subject to the condition that no decree, order or injunction of a court of competent jurisdiction prohibits the completion of the Merger or the Reclassification. The parties agreed, however, that before invoking this condition, they will comply with the provisions described in the following paragraph. The parties agreed in all other cases to use reasonable best efforts to have the decree, order or injunction lifted or vacated before invoking the condition. The parties also conditioned the completion of the Transactions on the following:

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        Under the merger agreement, the parties agreed to use their reasonable best efforts to cooperate in determining which filings need to be made and which consents, approvals, permits or authorizations will need to be obtained prior to the completion of the Merger. The parties also agreed to use their reasonable best efforts to make or seek all material filings and consents to the Merger in a timely manner and to furnish each other with necessary information and reasonable assistance in so doing. Under the merger agreement, the parties must use their reasonable best efforts to take any and all steps necessary to gain any consents to completing the Merger or to eliminate any impediments to the Merger. Under the merger agreement, neither Transocean nor GlobalSantaFe is required to dispose of any assets or consent to the disposition of the other's assets, limit its freedom of action with respect to any of its businesses or consent to such disposition or limits, unless the action to be taken, in the reasonable good faith judgment of both Transocean and GlobalSantaFe, does not and is not reasonably likely to have a material adverse effect on Transocean or GlobalSantaFe, materially impair the benefits or advantages either Transocean or GlobalSantaFe expects to receive from the Transactions, or have a material adverse effect on the business plan or the business strategy for the combined company. Under the merger agreement, neither Transocean nor GlobalSantaFe may, without the prior written consent of the other, take or agree to take any of the actions described in the preceding sentence.


Court Approval of the Transactions

        Pursuant to sections 86 and 87 of the Cayman Islands Companies Law (2007 Revision) (the "Companies Law"), each of the Merger and the Reclassification requires court approval in the Cayman Islands. This requires each of the companies to file separate petitions (the "Petitions") and summonses for directions with the Grand Court of the Cayman Islands (the "Grand Court"). Prior to the mailing of this joint proxy statement, Transocean and GlobalSantaFe obtained directions from the Grand Court providing for the convening of Transocean and GlobalSantaFe shareholder meetings and other procedural matters regarding these meetings and the Grand Court proceedings, including a date upon which the Grand Court will hear the Petitions. Copies of the Grand Court's directions are attached as Annexes I and J. Subject to shareholders of Transocean and GlobalSantaFe each approving the respective scheme of arrangement proposals with the votes required by the Companies Law, a subsequent Grand Court hearing will be required to hear the Petitions and seek the sanction of the Transactions (the "Sanction Hearing"). At the Sanction Hearing, the Grand Court may impose such conditions as it deems appropriate in relation to the Merger and/or the Reclassification but may not impose any material changes without the joint consent of Transocean, GlobalSantaFe and Merger Sub. In determining whether to exercise its discretion and approve each respective scheme of arrangement, the Grand Court will determine, among other things, whether the applicable scheme of arrangement might reasonably be approved by the shareholders of the applicable company. If you are a Transocean or GlobalSantaFe shareholder who wishes to appear or be represented and present evidence or arguments at the Sanction Hearing, you may appear if you have voted at the relevant shareholder meeting or the Grand Court is satisfied that you have a substantial economic interest in the applicable scheme of arrangement. In addition, the Grand Court has wide discretion to hear from interested parties. Each of Transocean and GlobalSantaFe has agreed that it will not object to the participation by any shareholder in the Grand Court hearing on the grounds that such person does not have a substantial economic interest in the relevant shares. See "The Transocean Meeting" or "The GlobalSantaFe Meeting," as the case may be, for more information. In accordance with their terms, the Transactions will become effective as soon as (a) a copy of the Order of the Grand Court sanctioning the Transactions has been delivered to the Registrar of Companies in the Cayman Islands as required by section 86(3) of the Companies Law and (b) all conditions to the Transactions have been satisfied or waived. See "The Merger Agreement—Conditions to the Transactions" for more information on these conditions.

        The schemes of arrangement to effect the Reclassification and the Merger, which are attached as Annexes G and H to this joint proxy statement, respectively, set forth the specific terms of the

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Reclassification and the Merger. At their respective meetings, the shareholders of each of Transocean and GlobalSanteFe will be asked to approve the applicable scheme of arrangement. If the shareholders approve the schemes of arrangement, then Transocean and GlobalSantaFe will ask the Grand Court to sanction each scheme of arrangement. We encourage you to read both of the scheme of arrangement documents in their entirety for a complete description of their terms and conditions.

        Once a copy of the order of the Grand Court sanctioning the Transocean scheme of arrangement has been delivered to the Registrar of Companies in the Cayman Islands, the Grand Court will have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute which arises out of or connected with the terms of the Transocean scheme of arrangement or their implementation or out of any action taken or omitted to be taken under the Transocean scheme of arrangement or in connection with the administration of the Transocean scheme of arrangement. A Transocean shareholder who wishes to enforce any rights under the Transocean scheme of arrangement after such time must notify Transocean in writing of its intention at least five business days prior to commencing a new proceeding. After the effective time of the Transactions, no shareholder may commence a proceeding against Transocean in respect of or arising from the Transocean scheme of arrangement except to enforce its rights under that scheme where a party has failed to perform its obligations under that scheme.

        Once a copy of the order of the Grand Court sanctioning the GlobalSantaFe scheme of arrangement has been delivered to the Registrar of Companies in the Cayman Islands, the Grand Court will have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute which arises out of or connected with the terms of the GlobalSantaFe scheme of arrangement or their implementation or out of any action taken or omitted to be taken under the GlobalSantaFe scheme of arrangement or in connection with the administration of the GlobalSantaFe scheme of arrangement. A former GlobalSantaFe shareholder who wishes to enforce any rights under the GlobalSantaFe scheme of arrangement after such time must notify Transocean in writing of its intention at least five business days prior to commencing a new proceeding. After the effective time of the Transactions, no former GlobalSantaFe shareholder may commence a proceeding in respect of or arising from the GlobalSantaFe scheme of arrangement except to enforce its rights under that scheme where a party has failed to perform its obligations under that scheme.

        When under any provision of the Transocean scheme of arrangement or GlobalSantaFe scheme of arrangement after the effective time of the Transactions, a matter is to be determined by Transocean, then Transocean will have discretion to interpret those matters under the applicable scheme of arrangement in a manner that Transocean considers fair and reasonable, and its decisions will be binding on all concerned.

        Transocean and GlobalSantaFe may jointly consent to any modification of the Transocean scheme of arrangement on behalf of the Transocean shareholders which the Grand Court may think fit to approve or impose. Transocean and GlobalSantaFe may jointly consent to any modification of the GlobalSantaFe scheme of arrangement on behalf of the GlobalSantaFe shareholders which the Grand Court may think fit to approve or impose.


Federal Securities Law Consequences; Resale Restrictions

        The issuance of Transocean ordinary shares to Transocean's shareholders and GlobalSantaFe's shareholders in connection with the Transactions will not be registered under the Securities Act of 1933 (the "Securities Act"). Section 3(a)(10) exempts securities issued in exchange for one or more outstanding securities from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by any court of competent jurisdiction, after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom such securities will be issued have a right to appear and to whom

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adequate notice of the hearing has been given. In determining whether it is appropriate to convene the shareholder scheme meetings convened pursuant to its directions, the Grand Court will consider whether the terms and conditions of the Reclassification and the Merger are fair. The Grand Court has fixed the date for the hearing of the applications to approve the Transactions at November 20, 2007, at the court house in George Town, Grand Cayman, Cayman Islands. The Transocean ordinary shares issued to Transocean and GlobalSantaFe shareholders in connection with the Transactions will be freely transferable, except for restrictions applicable to certain "affiliates" of Transocean or GlobalSantaFe under the Securities Act, as follows:

        Persons who may be deemed to be affiliates of Transocean or GlobalSantaFe for these purposes generally include individuals or entities that control, are controlled by, or are under common control with, Transocean or GlobalSantaFe, and would not include shareholders who are not executive officers, directors or significant shareholders of Transocean or GlobalSantaFe.

        The merger agreement requires both Transocean and GlobalSantaFe to prepare and deliver a list that identifies all persons whom the companies believe may be deemed to be affiliates prior to the completion of the Transactions. Both companies are also required, pursuant to the merger agreement, to use their commercially reasonable best efforts to cause each person whom each company identifies on the list as a potential affiliate to deliver, at or prior to the completion of the Transactions, a written agreement that the affiliate will not sell, pledge, transfer or otherwise dispose of any of the Transocean ordinary shares issued to the affiliate pursuant to the Transactions unless the sale, pledge, transfer or other disposition meets one of the following criteria:


        This joint proxy statement does not cover any resales of the Transocean ordinary shares to be received by Transocean's shareholders and GlobalSantaFe's shareholders in the Transactions, and no person is authorized to make any use of this joint proxy statement in connection with any resale.

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Rights of Dissenting Shareholders

GlobalSantaFe Shareholders

        No applicable law in connection with the Transactions, including the Companies Law, entitles GlobalSantaFe shareholders to any appraisal rights.

Transocean Shareholders

        No applicable law in connection with the Transactions, including the Companies Law, entitles Transocean shareholders to any appraisal rights.


Stock Exchange Listing

        The Transocean ordinary shares to be issued to Transocean's shareholders and GlobalSantaFe's shareholders in the Transactions will be listed on the NYSE, subject to official notice of issuance. The completion of the Transactions is conditioned upon such authorization for listing.


Effect of the Transactions on Transocean Share Price

        Transocean believes that the Reclassification is economically equivalent to an approximately $10 billion pro rata share repurchase or, on a per share basis, a repurchase of 0.3004 Transocean ordinary shares for $33.03. The terms of the Reclassification were based on the closing price of the Transocean ordinary shares on the day prior to execution of the merger agreement of $109.97, and the increasing effect on the share price of the reduction in the number of Transocean's ordinary shares was intended to offset the reducing effect on the share price of the cash payment in the Reclassification.

        The difference between the closing price of the Transocean ordinary shares on the day prior to closing of the Transactions and the $33.03 cash payment should reflect the market value of 0.6996 Transocean ordinary shares on such date. As a result, if such closing price is higher than $109.97, we would expect the reducing effect on the share price of the cash payment to be smaller than the increasing effect on the share price of the reduction in the number of Transocean's ordinary shares, resulting in a higher trading price of the Transocean ordinary shares immediately following closing of the Transactions, assuming no other influences affect such trading price. Similarly, if such closing price is lower than $109.97, we would expect the reducing effect on the share price of the cash payment to be greater than the increasing effect on the share price of the reduction in the number of Transocean's ordinary shares, resulting in a lower trading price of the Transocean ordinary shares immediately following closing of the Transactions, assuming no other influences affect such trading price.

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THE MERGER AGREEMENT

        The following is a summary of the material terms of the merger agreement, a copy of which is attached as Annex A to this joint proxy statement. The provisions of the merger agreement are extensive and not easily summarized, and the summary below and elsewhere in this joint proxy statement is qualified in its entirety by reference to the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We urge you to read the merger agreement in its entirety for a more complete description of the terms and conditions of the Transactions, because it, together with the Transocean Scheme Document and GlobalSantaFe Scheme Document, and not this summary or this joint proxy statement, is the legal document that governs the Transactions.

        In reviewing the merger agreement, please remember that it is included to provide you with information regarding its terms and is not intended to provide any other factual information about Transocean or GlobalSantaFe. The merger agreement contains representations and warranties by each of the parties to the merger agreement. These representations and warranties have been made solely for the benefit of the other parties to the merger agreement and:


General

        At the effective time of the Merger, GlobalSantaFe will merge with Transocean Worldwide Inc., a direct wholly owned subsidiary of Transocean ("Merger Sub"), by way of a scheme of arrangement qualifying as an amalgamation under Cayman Islands law, with Merger Sub being the surviving corporation.

        Immediately prior to the Merger, each outstanding ordinary share of Transocean will be reclassified by way of a scheme of arrangement under Cayman Islands law into 0.6996 Transocean ordinary shares and $33.03 in cash pursuant to the Reclassification. At the effective time of the Merger, each outstanding ordinary share of GlobalSantaFe will be exchanged for 0.4757 Transocean ordinary shares (after giving effect to the Reclassification) and $22.46 in cash. The parties expect there will be approximately 291 million and 310 million issued and outstanding Transocean ordinary shares before and after the Transactions, respectively.

        The closing of the Merger will take place promptly after all of the conditions to the Transactions described in "—Conditions to the Transactions" are fulfilled or waived. As soon as practicable following the satisfaction of such conditions, Transocean will file the order of the Grand Court sanctioning the Reclassification with the Registrar of Companies of the Cayman Islands and the Reclassification will be effective at such time. The Merger will be effective at the time that is the later to occur of the filing of order of the Grand Court sanctioning the Merger with the Registrar of Companies of the Cayman Islands and one minute following the effectiveness of the Reclassification.

        At the effective time of the Merger, all outstanding GlobalSantaFe stock options and share appreciation rights will be assumed by Transocean and converted into awards to receive Transocean ordinary shares. GlobalSantaFe restricted stock units will be exchanged for the same consideration for which each outstanding ordinary share of GlobalSantaFe is exchanged in the Merger. At the effective

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of the Reclassification, each outstanding Transocean stock option will be adjusted in connection with the Transactions. Transocean deferred units and restricted shares will be exchanged for the same consideration for which each outstanding ordinary share of Transocean is exchanged in the Reclassification. However, the holders of the awards made between July 21, 2007, and the earlier of (1) the closing of the Transactions and (2) the termination of the merger agreement will receive, with respect to each such deferred unit or restricted share, the cash consideration for which each outstanding ordinary share of Transocean is exchanged in the Reclassification.


Corporate Governance Matters

        At the effective time of the Merger, the board of directors of Transocean will be comprised of seven persons who were designated by Transocean from its current board of directors and seven persons who were designated by GlobalSantaFe from its current board of directors, as more particularly described under "The Transactions—Interests of Certain Persons in the Transactions—Governance and Management of Transocean Following the Transactions." If any director designated by Transocean or GlobalSantaFe shall die, resign, be removed, or otherwise fail to serve on the board of directors of Transocean prior to the second anniversary of the effective time of the Merger, then the remaining Transocean or GlobalSantaFe directors, as applicable, will designate a replacement, unless a majority of such group of directors determines in their sole discretion not to replace any such director. The merger agreement further provides that, at the effective time of the Merger, Robert E. Rose, the current chairman of the board of directors of GlobalSantaFe, will become chairman of the board of Transocean. Furthermore, each committee of the Transocean board of directors will be comprised of an equal number of directors designated by Transocean and GlobalSantaFe, with directors designated by GlobalSantaFe serving as chairmen of the audit and executive compensation committees and with directors designated by Transocean serving as chairmen of the corporate governance and finance and benefits committees.

        Pursuant to the merger agreement, at the effective time of the Merger, Robert L. Long will be the Chief Executive Officer of Transocean, and Jon A. Marshall will be the President and Chief Operating Officer of Transocean. The Transocean articles of association will also provide that prior to the second anniversary of the effective time of the Merger, any action to remove, replace or appoint a new chairman of the board, chief executive officer or president and chief operating officer of Transocean will require the approval of two-thirds of the entire Transocean board of directors. Please see "The Transactions—Amendment and Restatement of Transocean's Memorandum of Association and Articles of Association" for a further discussion. In addition, the parties have agreed that the following individuals will serve as officers of Transocean: Jean P. Cahuzac, Executive Vice President, Asset Management; Steven L. Newman, Executive Vice President, Operations; Eric B. Brown, Senior Vice President, General Counsel and Secretary; Gregory L. Cauthen, Senior Vice President and Chief Financial Officer; David J. Mullen, Senior Vice President, Marketing and Corporate Strategy; Cheryl D. Richard, Senior Vice President, Human Resources and Information Technology; Robert L. Herrin, Vice President, Audit and Advisory Services; and Gregory S. Panagos, Vice President, Investor Relations.


Covenants

        Each of Transocean and GlobalSantaFe has agreed to take, and to cause its subsidiaries to take, the following actions until the effective time of the Merger or the termination of the merger

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agreement, in each case except as permitted by the merger agreement or as required by applicable law, unless consented to in writing by the other party:

        Each of Transocean and GlobalSantaFe has agreed to refrain from taking, and to cause its subsidiaries to refrain from taking, the following actions until the effective time of the Merger or the termination of the merger agreement, in each case except as permitted by the merger agreement or agreed to in writing by the other party:

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        The merger agreement provides that, subject to limited exceptions described below, each of Transocean and GlobalSantaFe will not, and will cause its officers, directors, employees, agents and other representatives not to, directly or indirectly, solicit, initiate or knowingly encourage (including by way of furnishing nonpublic information), or take any action designed to approve, endorse, recommend or facilitate, directly or indirectly, any inquiry, proposal or offer (including any proposal or offer to its shareholders) with respect to a tender or exchange offer, scheme of arrangement, merger, consolidation, business combination, purchase or similar transaction involving:

Any such transaction is referred to in this joint proxy statement as an "acquisition proposal."

        In addition, each of Transocean and GlobalSantaFe has agreed not to, and not to permit any of its representatives to, cooperate with or assist, participate or engage in any substantive discussions or negotiations concerning an acquisition proposal with respect to it, or amend, terminate, waive or fail to enforce, or grant any consent under, any confidentiality, standstill or similar agreement.

        Nothing in the merger agreement, however, prevents Transocean or GlobalSantaFe from:

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        Furthermore, notwithstanding anything in the merger agreement to the contrary, the board of directors of Transocean or GlobalSantaFe may make an "adverse recommendation change" by:

        A "superior proposal" means, with respect to Transocean or GlobalSantaFe, an unsolicited bona fide written acquisition proposal with respect to all of the outstanding ordinary shares or all or substantially all the assets of such party that, in the good faith judgment of such party's board of directors, taking into account the likelihood of financing, shareholder approval and other requirements for consummation, after consultation with a financial advisor of recognized national reputation, is superior to the Transactions, in the case of Transocean, and to the Merger, in the case of GlobalSantaFe. For the purposes of making a superior proposal determination, it is understood by the parties that such determination necessarily will (1) be based on limited information compared to a termination determination made in connection with a superior proposal as described under "—Termination of the Merger Agreement" below, (2) require assumptions that shall be made in the good faith judgment of such party's board of directors and (3) not be as complete or informed as, and will be distinct from, a superior proposal determination made for the purposes described under "—Termination of the Merger Agreement" below.

        Prior to participating in any substantive discussions or negotiations and as promptly as practicable (and in any event within 24 hours) after receipt of an acquisition proposal, any inquiry with respect to an acquisition proposal, or any request for information in connection with such a proposal, the party receiving such proposal or request has agreed to:

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        Transocean has agreed to submit the Reclassification (if so ordered by the Grand Court), the issuance of Transocean ordinary shares in the Merger and the amendment and restatement of its articles of association and memorandum of association to its shareholders regardless of whether the Transocean board of directors makes an adverse recommendation change. The board of directors of Transocean will recommend approval of the Reclassification and issuance of Transocean ordinary shares in the Merger, and use its reasonable best efforts to solicit proxies from its shareholders in favor of such matters, unless, prior to the approval of such matters by its shareholders, and upon one business day's notice to GlobalSantaFe, in the good faith opinion of the board of directors of Transocean, after consultation with its outside legal counsel, the board determines the failure to withdraw its recommendation would be inconsistent with its fiduciary obligations.

        GlobalSantaFe has agreed to submit the Merger (if so ordered by the Grand Court) to its shareholders regardless of whether the GlobalSantaFe board of directors makes an adverse recommendation change. The board of directors of GlobalSantaFe will recommend approval of the Merger, and use its reasonable best efforts to solicit proxies from its shareholders in favor of the Merger, unless, prior to the approval of such matters by its shareholders, and upon one business day's notice to Transocean, in the good faith opinion of the board of directors of GlobalSantaFe, after consultation with its outside legal counsel, the board determines the failure to withdraw its recommendation would be inconsistent with its fiduciary obligations.

        Each of Transocean and GlobalSantaFe has agreed to:

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        Nothing in the merger agreement requires Transocean or GlobalSantaFe to take any competition action (as defined below) to obtain any consents, approvals, permits or authorizations or to remove any impediments to the Merger relating to the HSR Act, non-U.S. antitrust laws or other antitrust, competition or premerger notification trade regulation law, regulation or order or to the avoid the entry of, or to the effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceedings relating to antitrust laws. A "competition action" means, with respect to Transocean or GlobalSantaFe, to dispose of any of its assets or limit its freedom of action with respect to any of its businesses, or to consent to any such disposition or limitation of its freedom, whether prior to or after the effective time of the Merger, or to commit or agree to any of the foregoing, other than dispositions, limitations or consents, commitments or agreements conditioned upon the consummation of the Mergers and the transactions contemplated by the merger agreement and which, in the reasonable good faith judgment of both of the parties, do not and are not reasonably likely (individually or in the aggregate) to:

        Furthermore, neither party shall take or agree to take any competition action without the prior written agreement of the other party.

        From and after the effective time of the Merger, Transocean and Merger Sub have agreed to indemnify, defend and hold harmless to the fullest extent permitted under applicable law each person who is, or has been at any time prior to the effective time of the Merger, an executive officer or director of Transocean or GlobalSantaFe (or any subsidiary or division thereof) and each person who served at the request of Transocean or GlobalSantaFe as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise against all losses, claims, damages, liabilities, costs or expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed before or after the effective time of the Merger.

        Each of Transocean and GlobalSantaFe has agreed that the rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action or suit, in its memorandum of association and articles of association with respect to matters occurring through the effective time of the Merger, shall survive the Merger.

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        For a period of six years after the effective time of the Merger, Transocean and Merger Sub have agreed to maintain directors' and officers' liability insurance covering the indemnified parties who are, or at any time prior to the effective time of the Merger were, covered by Transocean and GlobalSantaFe's existing directors' and officers' liability insurance policies on terms substantially no less advantageous to the indemnified parties than such existing insurance; provided, that Transocean and Merger Sub are not required to pay annual premiums in excess of 250% of the last annual premium paid by Transocean.

        Transocean has agreed to continue the employment of all of the employees who are employed by either party as of the day immediately prior to the effective time of the Merger initially at the same salaries and wages of such employees immediately prior to the effective time of the Merger. During the period from the effective time of the Merger through December 31, 2008, Transocean will:

        Transocean has also agreed to honor, and to enter into novation agreements with respect to, specified severance agreements of GlobalSantaFe.

        Transocean will credit each employee for the period of employment and service recognized by the applicable employer immediately prior to the effective time of the Merger for purposes of determining such employee's eligibility to join (subject to satisfaction of all non-service related eligibility criteria) and vesting under (but not benefit accrual for any purpose other than vacation pay, severance and termination pay, sick leave, post-retirement health coverage and satisfaction of early retirement criteria) all employee benefit plans, programs, policies or similar employment related arrangements of Transocean in which such employee is eligible to participate.

        Transocean will waive, and use its best efforts to cause the relevant insurance carriers and other third parties to waive, pre-existing conditions, subject to certain exceptions. Transocean will also offer employees coverage under a group health plan that credits expenses already incurred by such employee in the year in which the effective time of the Merger occurs.

        Transocean will also establish a severance plan with general terms as previously agreed by the parties. Such plan will be effective for at least two years from the effective time of the Merger and will be for the benefit of eligible persons employed as of the effective time of the Merger on a U.S. dollar payroll. The parties have further agreed to cooperate in good faith to take appropriate and substantially consistent actions to retain key employees and provide for a smooth transition, including such action as they deem appropriate to provide for retention payments following the closing date.

        Transocean will pay to each employee who was employed by it immediately prior to the effective time of the Merger an amount, to the extent then unpaid, equal to the annual incentive bonus to which the affected employee would be entitled under the terms of Transocean's 2007 Performance Award and Cash Bonus Plan and applicable award letters. No later than March 14, 2008, Transocean will pay to each employee who was employed by GlobalSantaFe immediately prior to the effective time of the

124


Merger (or if the effective time shall have not yet occurred, GlobalSantaFe shall pay to each person who is an employee of GlobalSantaFe on March 14, 2008):


        If the employment of an employee who would otherwise be entitled to a payment under the immediately preceding provisions is involuntarily terminated, or such an employee voluntarily terminates employment after attaining age 55 and five years of service, prior to March 14, 2008, the payment or payments shall nevertheless be made to such employee on March 14, 2008.

        In the event the effective time of the Merger occurs in 2008, immediately prior to the effective time:

        Except with respect to offers of employment to prospective new employees in the ordinary course of business, Transocean and GlobalSantaFe agree not to make any representations or promises concerning continued employment after the effective time of the Merger or the terms and conditions of employment.

        The merger agreement provides that, for the avoidance of doubt, Transocean deems that the Transactions constitute a change of control of Transocean with respect to (1) the Transocean Executive Change of Control Severance Benefit, (2) the Long-Term Incentive Plan of Transocean, (3) the Deferred Compensation Plan of Transocean, (4) the Performance Award and Cash Bonus Plan of Transocean and (5) any awards under the Transocean stock plans, except for specified awards granted after July 20, 2007.

        As soon as practicable, each of Transocean and GlobalSantaFe has agreed to:

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        As soon as practicable following the satisfaction or waiver of the conditions to the Transactions, Transocean and GlobalSantaFe shall each cause its respective order of the Grand Court sanctioning the Reclassification (in the case of Transocean) and the Merger (in the case of GlobalSantaFe) to be filed with the Registrar of Companies of the Cayman Islands. The Reclassification shall be effective at the time of such filing by Transocean and the Merger shall be effective upon the latter to occur of such filing by GlobalSantaFe or one minute following such filing by Transocean. The effect of the Merger will be to transfer the assets, liabilities and undertaking of GlobalSantaFe to Merger Sub. GlobalSantaFe will be dissolved without a winding up and it will thereby cease to exist as a company.

        Each of Transocean and GlobalSantaFe has agreed to use its reasonable best efforts to:

        Each party agrees to give the other party prompt notice upon becoming aware of any termination of the financing commitments or any event that makes procurement of any portion of the financing unlikely in the manner or from the sources contemplated in the financing commitments, in which case, Transocean and, at the direction and guidance of Transocean, GlobalSantaFe, will use their reasonable best efforts to arrange as promptly as practicable any such portion from alternate sources on terms and conditions substantially no less favorable to Transocean. Transocean will take and use reasonable best efforts to cause its subsidiaries to take, and at the request of Transocean, GlobalSantaFe will take and use its reasonable best efforts to cause its subsidiaries to take, all actions reasonably necessary in connection with the financing.

        In connection with the financing, each of Transocean and GlobalSantaFe has agreed to use its reasonable best efforts to:

126

        Transocean and GlobalSantaFe have further agreed that Transocean shall pay two-thirds and GlobalSantaFe shall pay one-third of all reasonable out-of-pocket third party costs incurred by either party in connection with the financing.

        In the event that the Transactions are not consummated due to a failure to obtain the financing, no party will have liability to the other arising out of such failure but neither party is relieved of its obligations to use its reasonable best efforts to obtain the financing as required by the merger agreement.

        Prior to and at the effective time of the Merger, each of Transocean and GlobalSantaFe has agreed to use its reasonable best efforts to:

        The parties further agree to take all actions required for Merger Sub, at the effective time of the Merger, to be disregarded as an entity separate from its owner, Transocean, for U.S. federal tax purposes.


Representations and Warranties

        Transocean and Merger Sub, on the one hand, and GlobalSantaFe, on the other hand, have made various representations and warranties in the merger agreement, which are substantially reciprocal, to each other. Those representations and warranties generally pertain to:

127


Conditions to the Transactions

        Each party's obligation to effect the Merger and the Reclassification is subject to the satisfaction or waiver of the following conditions:

128

        In addition, the obligation of GlobalSantaFe to effect the Merger is subject to the fulfillment or waiver of the following conditions:

129


        In addition, the obligation of Transocean and Merger Sub to effect the Transactions is subject to the fulfillment or waiver of the following conditions:

130


Termination of the Merger Agreement

        GlobalSantaFe and Transocean may terminate the merger agreement at any time by written mutual consent.

        The board of directors of either GlobalSantaFe or Transocean may terminate the merger agreement at any time prior to the effective time of the Merger if:

        The board of directors of GlobalSantaFe may terminate the merger agreement at any time, after consultation with its outside legal advisors, if:

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        The board of directors of Transocean may terminate the merger agreement at any time, after consultation with its outside legal advisors, if:

132


Termination Fees and Expenses

        Termination of the merger agreement may require GlobalSantaFe or Transocean to pay a cash termination fee of $300 million under certain circumstances.

        GlobalSantaFe will be required to pay the termination fee at the time of termination of the merger agreement where the merger agreement is terminated:

        GlobalSantaFe will be required to pay the termination fee at the time of entry into a definitive agreement or consummation of an acquisition proposal for GlobalSantaFe where the merger agreement is terminated by either party due to failure to obtain the requisite approval of GlobalSantaFe's shareholders, where a termination fee is not otherwise payable upon such termination as described above:


        Transocean will be required to pay the termination fee at the time of termination of the merger agreement where the merger agreement is terminated:

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        Transocean will be required to pay the termination fee at the time of entry into a definitive agreement or consummation of an acquisition proposal for Transocean where the merger agreement is terminated by either party due to failure to obtain the requisite approval of Transocean's shareholders, where a termination fee is not otherwise payable upon such termination as described above:

        If the merger agreement is terminated by either party due to the failure to obtain GlobalSantaFe shareholder approval or by Transocean due to an adverse recommendation change by GlobalSantaFe, and no termination fee is otherwise required to be paid by GlobalSantaFe under the merger agreement, then GlobalSantaFe will reimburse Transocean for its third party costs and expenses in connection with the Transactions, up to a maximum of $30 million.

        If the merger agreement is terminated by either party due to the failure to obtain Transocean shareholder approval or by GlobalSantaFe due to an adverse recommendation change by Transocean, and no termination fee is otherwise required to be paid by Transocean under the merger agreement, then Transocean will reimburse GlobalSantaFe for its third party costs and expenses in connection with the Transactions, up to a maximum of $30 million.

        In the event that either party has reimbursed certain expenses of the other party and, subsequently, is required to pay the $300 million termination fee, then the amount of costs and expenses so reimbursed will be offset against the fee payable.


Amendments

        The parties may amend the merger agreement by action taken by their boards of directors, at any time before or after approval by their shareholders of matters presented in connection with the Transactions. After any such shareholder approval, no amendment shall be made that by law requires the further approval of shareholders unless such further approval is obtained.

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BUSINESS OF TRANSOCEAN

        Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. As of October 1, 2007, Transocean owned, had partial ownership interests in or operated 82 mobile offshore drilling units. As of this date, Transocean's fleet included 33 High-Specification semisubmersibles and drillships ("High-Specification Floaters"), 20 Other Floaters, 25 Jackups and four Other Rigs. Transocean also has four High-Specification Floaters under construction.

        Transocean's mobile offshore drilling fleet is considered one of the most modern and versatile fleets in the world. Transocean's primary business is to contract these drilling rigs, related equipment and work crews primarily on a dayrate basis to drill oil and gas wells. Transocean specializes in technically demanding segments of the offshore drilling business with a particular focus on deepwater and harsh environment drilling services. Transocean also provides additional services, including integrated services.

        Transocean is a Cayman Islands exempted company with principal executive offices in the United States located at 4 Greenway Plaza, Houston, Texas 77046. Its telephone number at that address is (713) 232-7500.

        For a more detailed description of Transocean's business, see the description set forth in Transocean's Annual Report on Form 10-K for the year ended December 31, 2006, which is incorporated into this joint proxy statement by reference. See "Where You Can Find More Information" on page 170.

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BUSINESS OF GLOBALSANTAFE

        GlobalSantaFe is an offshore oil and gas drilling contractor, owning or operating a modern and diversified fleet of 59 marine drilling rigs, plus two rigs under construction. GlobalSantaFe provides offshore oil and gas contract drilling services to the oil and gas industry worldwide on a daily rate (or "dayrate") basis. GlobalSantaFe also provides oil and gas drilling management services on either a dayrate or completed-project, fixed-price (or "turnkey") basis, as well as drilling engineering and drilling project management services, and it participates in oil and gas exploration and production activities. Under a typical turnkey arrangement, GlobalSantaFe assumes responsibility for the design and execution of a well and delivers a logged or cased hole to an agreed depth for a guaranteed price, with payment contingent upon successful completion of the well program.

        As of October 1, 2007, GlobalSantaFe's fleet included:


        GlobalSantaFe has also entered into a contract with Keppel FELS, a shipyard located in Singapore, for construction of a new ultra-deepwater semisubmersible. Delivery is currently expected during the first quarter of 2009. On September 11, 2007, GlobalSantaFe announced that it has executed an agreement to build an ultra-deepwater drillship for delivery in September 2010.

        GlobalSantaFe's fleet is deployed in major offshore oil and gas operating areas worldwide. The principal areas in which its fleet is currently deployed are the U.S. Gulf of Mexico, the North Sea, West Africa, the Mediterranean Sea, Southeast Asia, South America, the Middle East and eastern Canada.

        GlobalSantaFe is a Cayman Islands company with its principal executive offices located at 15375 Memorial Drive, Houston, Texas 77079-4101, and its telephone number is (281) 925-6000. For a more detailed description of the business of GlobalSantaFe, see the description set forth in GlobalSantaFe's 2006 Annual Report of Form 10-K, which is incorporated by reference in this joint proxy statement. See "Where You Can Find More Information" on page 170.

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FINANCING OF THE TRANSACTIONS

        In connection with the Transactions, on July 21, 2007, Transocean and GlobalSantaFe entered into a commitment letter pursuant to which Goldman Sachs Credit Partners L.P. ("GSCP"), and Lehman Brothers Commercial Bank and Lehman Brothers Holdings Inc. and their respective affiliates (collectively, the "Lehman Lenders") committed to provide financing for the Transactions. The commitment letter provides for a $15.0 billion senior unsecured bridge loan facility due one year after closing (the "Bridge Loan Facility"), $10.0 billion of which is to be provided by GSCP and $5.0 billion of which is to be provided by the Lehman Lenders (except to the extent such commitments to provide financing are assigned to other lenders under the Bridge Loan Facility).

        Transocean, GSCP, the Lehman Lenders and other lenders entered into the Bridge Loan Facility on September 28, 2007. Transocean may make borrowings under the Bridge Loan Facility at either (1) a base rate, determined as the greater of (A) the prime loan rate quoted in The Wall Street Journal Money Rates Section as the prime rate or (B) the federal funds effective rate plus 1/2 of 1%, or (2) the reserve adjusted LIBO rate plus the applicable margin, which is based upon Transocean's non-credit enhanced senior unsecured long-term debt rating (a margin of 0.4%, based on its current credit ratings).

        The Bridge Loan Facility may be prepaid in whole or in part without premium or penalty. In addition, the Bridge Loan Facility requires mandatory prepayments of outstanding borrowings in an amount equal to 100 percent of the net cash proceeds resulting from any of the following (in each case subject to certain agreed exceptions): (A) the sale or other disposition of any property or assets of Transocean or its subsidiaries above a predetermined threshold; (B) the receipt of certain net insurance or condemnation proceeds; (C) certain issuances of equity securities of Transocean or its subsidiaries; and (D) the incurrence of indebtedness for borrowed money by Transocean or its subsidiaries.

        The Bridge Loan Facility contains certain covenants that are applicable during the period in which any borrowings are outstanding, including a maximum leverage ratio and covenants restricting the combined company's ability to pay dividends. Borrowings under the Bridge Loan Facility are subject to acceleration upon the occurrence of events of default during the period in which any borrowings are outstanding.

        The obligation of each lender to make loans under the Bridge Loan Facility is subject to the satisfaction of certain conditions, including the execution of satisfactory documentation, the absence of a material adverse effect (as defined in the merger agreement) and the consummation, or substantially concurrent consummation, of the Transactions. There can be no assurance that these conditions will be met.

        Prior to the completion of the Transactions, Transocean expects to enter into a new 5-year revolving credit facility with a credit limit ranging from $1.5 billion to $2 billion. Transocean also expects to enter into a 364-day credit facility with a separate credit limit ranging from $1.5 billion to $2 billion. The revolving credit facility is expected to have covenants similar to the covenants in the Bridge Loan Facility. Transocean may not be able to enter into the proposed 5-year revolving credit facility or the proposed 364-day credit facility on the terms described, or at all.

        Transocean will likely seek to refinance the Bridge Loan Facility in whole or in part prior to the expiration of its one year term. Such refinancing may be effected through borrowings under new bank credit facilities, issuance of debt securities, including convertible debt securities, or through other financing transactions.

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SECURITY OWNERSHIP OF 5% BENEFICIAL
OWNERS AND MANAGEMENT OF TRANSOCEAN

        The table below shows how many ordinary shares each of Transocean's directors, each of the named executive officers included in the summary compensation section in Transocean's proxy statement for its 2007 annual meeting of shareholders and all directors and executive officers of Transocean as a group owned as of September 14, 2007. No person was known by Transocean to beneficially own 5% or more of the ordinary shares of Transocean as of such date.

AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP

Name of Beneficial Owner
   Shares Owned
Beneficially(1)(2)
   Percent of Shares
Owned Beneficially(3)
Eric B. Brown(4)   39,455   —
Jean P. Cahuzac(4)   72,106   —
Gregory L. Cauthen(4)(5)   31,499   —
Robert L. Long(4)(6)   409,019   —
Steven L. Newman(4)(7)   49,651   —
Victor E. Grijalva   73,472   —
Mark A. Hellerstein(8)   30   —
Judy J. Kelly   1,741   —
Arthur Lindenauer   35,144   —
Michael E. McMahon   1,000   —
Martin B. McNamara   62,380   —
Roberto Monti   30,023   —
Kristian Siem(9)   40,864   —
Robert M. Sprague(10)   7,023   —
Ian C. Strachan   30,523   —
J. Michael Talbert(11)   82,854   —
All of the persons above and other executive officers as a group (18 persons)(4)   997,707   —
(1)
The business address of each director and executive officer is c/o Transocean Inc., 4 Greenway Plaza, Houston, Texas 77046. None of the shares beneficially owned by our directors or executive officers are pledged as security.

(2)
Includes options exercisable within 60 days held by Messrs. Brown (4,309), Cahuzac (7,470), Cauthen (1,337), Grijalva (26,000), Lindenauer (26,000), Long (228,339), McNamara (37,672), Newman (10,290), Siem (32,841), Strachan (26,000) and all directors and executive officers as a group (403,705). Also includes (i) rights to acquire ordinary shares under Transocean's deferred compensation plan held by Messrs. Grijalva (17,977) and McNamara (12,513), and all directors and executive officers as a group (30,490), (ii) unvested restricted shares held by Messrs. Brown (18,652), Cahuzac (42,176), Cauthen (26,373), Long (56,598), Newman (27,822) and all directors and executive officers as a group (192,188) over which such individuals have sole voting power but no dispositive power, and (iii) vested deferred units held by Ms. Kelly (1,741) and Messrs. Grijalva (4,023), Lindenauer (4,023), McNamara (4,023), Monti (4,023), Siem (4,023), Sprague (4,023), Strachan (4,023), Talbert (1,741) and all directors and executive officers as a group (31,643).

(3)
As of September 14, 2007, each listed individual and Transocean's directors and executive officers as a group beneficially owned less than 1.0% of the outstanding ordinary shares.

(4)
Includes:

 
   Mr. Brown
   Mr. Cahuzac
   Mr. Cauthen
   Mr. Long
   Mr. Newman
   All directors
and executive
officers as a
group
Shares held in Employee Stock Purchase Plan   335   1,294   823   6,480   342   10,581

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(5)
Includes 27,521 shares held in a joint account with his wife.

(6)
Includes 117,602 shares held in a joint account with his wife.

(7)
Includes 624 shares held in a joint account with his wife.

(8)
Includes 30 shares held by his wife.

(9)
Excludes 1,423,720 of Transocean ordinary shares held by Siem Industries, Inc. Mr. Siem is the Chairman and Chief Executive Officer of Siem Industries, Inc. As a result, he may be deemed a beneficial owner of those ordinary shares.

(10)
Includes 3,000 shares held in a joint account with his wife.

(11)
Includes 2,000 shares held in a joint account with his wife.

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SECURITY OWNERSHIP OF 5% BENEFICIAL
OWNERS AND MANAGEMENT OF GLOBALSANTAFE

        The following table sets forth as of September 14, 2007, the beneficial ownership of GlobalSantaFe's ordinary shares by each director and the executive officers named in the summary compensation table in GlobalSantaFe's proxy statement for its 2007 annual meeting of shareholders (excluding Mr. Woolie who was no longer an executive officer on such date), and, as a group, those persons and all other current executive officers, based on information provided by such persons.

Name
   Shares Owned(a)
   Right to
Acquire(b)
   Restricted
Shares(c)
   Total Shares
   Percent of
Class(d)
W. Richard Anderson   1,000   —   3,000   4,000   —
Thomas W. Cason   9,286   38,315   9,000   56,601   —
Michael R. Dawson   6,133   40,908   27,956   74,997   —
Richard L. George   8,083   41,000   9,000   58,083   —
Roger B. Hunt   18,534   21,628   33,500   73,662   —
Jon A. Marshall   158,054   530,892   87,400   776,346   —
James L. McCulloch   13,466   45,005   31,800   90,271   —
Edward R. Muller   4,629   17,320   9,000   30,949   —
W. Matt Ralls   13,400   41,442   43,900   98,742   —
Robert E. Rose   2,753   19,000   9,000   30,753   —
Stephen J. Solarz   3,583   6,000   9,000   18,583   —
Carroll W. Suggs   5,299   42,970   9,000   57,269   —
John L. Whitmire   3,083   25,640   9,000   37,723   —
All of the above and other executive officers as a group (17 persons)   251,136   909,274   355,262   1,515,672   —
(a)
Each person has sole voting and investment power with respect to the shares listed unless otherwise indicated. Includes shares attributable to accounts under GlobalSantaFe's 401(k) plans at September 14, 2007, as follows: Mr. Marshall—5,559; Mr. Dawson—3,367; and the group—10,765.

(b)
Shares that may be acquired within sixty days of September 14, 2007, through the exercise of non-employee director stock options or employee stock options. Also includes, with respect to stock settled appreciation rights, the number of shares that may be acquired within sixty days of September 14, 2007, upon exercise, assuming a market price of $71.52 per share, the closing price of GlobalSantaFe ordinary shares on September 14, 2007.

(c)
Shares are subject to a vesting schedule, forfeiture risk and other restrictions.

(d)
Based on 225,384,680 GlobalSantaFe ordinary shares outstanding as of September 14, 2007, no director or executive officer (or the directors and executive officers as a group) owned more than one percent of the ordinary shares outstanding.

        Listed below are the only persons who, to the knowledge of GlobalSantaFe, may be deemed to be beneficial owners as of September 14, 2007, of more than 5% of GlobalSantaFe's ordinary shares.

Name and Address of Beneficial Owner
   Shares
Beneficially Owned
   Percent
of Class(1)
  
FMR Corp.
82 Devonshire Street
Boston, Massachusetts 02109		   13,931,042 (2) 6.2 %

Wellington Management Company, LLP
75 State Street
Boston, Massachusetts 02109
 
15,103,366
(3)
6.7
%
(1)
The percentage indicated is based on the 225,384,680 issued and outstanding ordinary shares of GlobalSantaFe at September 14, 2007.

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(2)
The number of shares indicated is based on amendment No. 3 to a statement on Schedule 13G dated August 9, 2007, which was filed jointly by FMR Corp. ("FMR"), Edward C. Johnson 3d, and Fidelity Management & Research Company ("FMRC"). FMR is the owner of certain investment advisory and management companies. FMRC, a wholly-owned subsidiary of FMR and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 12,296,675 shares.

(3)
The number of shares indicated is based on amendment No. 2 to a statement on Schedule 13G dated February 14, 2007, which was filed by Wellington Management Company, LLP, in its capacity as an investment adviser.

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MARKET PRICE AND DIVIDEND INFORMATION

        The following table shows the high and low sales prices for Transocean ordinary shares and GlobalSantaFe ordinary shares for the periods shown in the table. The table also shows the amount of cash dividends declared on GlobalSantaFe's ordinary shares during the periods presented in the table. No cash dividends were declared on Transocean ordinary shares during the periods presented in the table.

        Transocean's ordinary shares are listed on the New York Stock Exchange under the symbol "RIG." GlobalSantaFe's ordinary shares are listed on the New York Stock Exchange under the symbol "GSF." As of October 1, 2007, the record date for determining holders of Transocean ordinary shares and GlobalSantaFe ordinary shares, there were 11,753 holders of record of Transocean ordinary shares and 2,456 holders of record of GlobalSantaFe ordinary shares.

 
   Transocean
Ordinary Shares
   GlobalSantaFe Ordinary Shares
Calendar Year
   High
   Low
   High
   Low
   Cash
Dividends
Declared
2005                              
  First quarter   $ 51.97   $ 39.79   $ 39.05   $ 31.95   $ 0.075
  Second quarter     58.19     43.16     44.00     32.27     0.075
  Third quarter     63.11     53.52     48.34     40.30     0.150
  Fourth quarter     70.93     52.34     50.22     39.15     0.150

2006
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  First quarter   $ 84.29   $ 70.05   $ 62.41   $ 48.40   $ 0.225
  Second quarter     90.16     70.75     65.21     49.73     0.225
  Third quarter     81.63     64.52     58.86     45.75     0.225
  Fourth quarter     84.23     65.57     64.50     44.26     0.225

2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  First quarter   $ 83.20   $ 72.47   $ 64.00   $ 51.54   $ 0.225
  Second quarter     109.20     80.50     73.88     61.26     0.225
  Third quarter (through October 1, 2007)     120.88     92.61     81.19     61.50     —

        On July 20, 2007, the last full trading day before Transocean and GlobalSantaFe announced the execution of the merger agreement, Transocean ordinary shares closed at $109.97 per share and GlobalSantaFe ordinary shares closed at $74.74 per share. Shareholders are encouraged to obtain recent stock quotes for Transocean ordinary shares and GlobalSantaFe ordinary shares.

        Transocean intends to file an application with the NYSE to list the Transocean ordinary shares that holders of GlobalSantaFe ordinary shares and Transocean ordinary shares will receive in the Transactions.

        Following completion of the Transactions, Transocean ordinary shares will continue to trade on the New York Stock Exchange under the symbol "RIG."

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Sources of Information

        The following unaudited pro forma condensed combined financial statements and related notes present the combined financial statements of Transocean and GlobalSantaFe as if the Transactions actually been completed on June 30, 2007 with respect to the balance sheet data or on January 1 of the year presented with respect to the operating results data. The unaudited condensed pro forma combined financial information has been derived from and should be read together with the historical consolidated financial statements and related notes of Transocean and GlobalSantaFe, which are incorporated into this joint proxy statement by reference. See "Where You Can Find More Information" beginning on page 170.

How We Prepared the Unaudited Pro Forma Financial Information

        The balance sheet data assume the Transactions had been completed on June 30, 2007, and the operating results data assume the Transactions were completed on January 1 of the year presented. If the Transactions had been completed on the dates assumed in the pro forma financial statements, the combined company might have performed differently. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not reflect the impact of possible cost savings and operational efficiencies nor do they reflect implementation and integration costs and potential costs of harmonizing employee salary and benefit structures. You should not rely on the pro forma financial information as an indication of the financial position or results of operations that the combined company would have achieved had the Transactions taken place earlier or the future results that the combined company will achieve after the Transactions.

        Transocean will account for the Reclassification as a reverse stock split and a dividend, which will require restatement of historical weighted average shares outstanding and historical earnings per share for prior periods. Transocean prepared the pro forma combined financial information for the Merger using the purchase method of accounting, with Transocean treated as the acquirer. As a result, the assets and liabilities of Transocean remain at historical amounts, without restatement to fair values. The assets and liabilities of GlobalSantaFe are recorded at their preliminary estimated fair values at the assumed date of completion of the Transactions, with the excess of the purchase price over the sum of these fair values recorded as goodwill. The preliminary estimates of fair values are subject to change based on the fair values and the final valuations that will be determined as of the closing date of the Transactions.

        The Transocean unaudited condensed pro forma combined financial statements reflect a total purchase price of $17.5 billion, which was calculated using the estimated number of Transocean ordinary shares to be issued in the Merger and a $113.11 per share average trading price of Transocean ordinary shares for a period of time immediately before and after the Transactions were announced, plus estimated cash consideration to be paid to GlobalSantaFe shareholders based on the number of GlobalSantaFe ordinary shares estimated to be outstanding at the time of the Merger and cash consideration of $22.46 per share plus estimated direct Merger costs and expenses and the estimated fair value of GlobalSantaFe stock options and share appreciation rights to be assumed by Transocean. The estimated $9.6 billion cash payment, which is characterized as a dividend for accounting purposes, to Transocean shareholders is calculated based on the number of Transocean ordinary shares estimated to be outstanding at the time of the Reclassification.

Transaction-Related Expenses

        Transocean estimates that it will incur fees and expenses totaling approximately $33 million in connection with the Transactions, and it has included these costs in calculating the purchase price. Additionally, GlobalSantaFe estimates that it will incur fees and expenses totaling approximately

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$38 million related to the Transactions. After the Transactions, Transocean expects to incur additional charges and expenses relating to restructuring and integrating the operations of GlobalSantaFe and Transocean, the amount of which has not yet been determined.

        Transocean expects to pay approximately $5 million in connection with the retention of key employees following the effective time of the Merger as described in "The Merger Agreement Covenants—Employee Matters." Additionally, Transocean will establish a severance plan as described in "The Transactions—Employee Benefit Matters." In connection with the severance plan, Transocean expects to recognize expense of approximately $25 million.

        Transocean's Performance Award and Cash Bonus Plan contains a change of control clause that provides for payment of the maximum amount of the award that could have been earned under that plan. As a result, Transocean expects to recognize approximately $50 million in expense in the event the Transactions are completed assuming the effective time of the Transactions occurs on or before December 31, 2007.

        In addition, Transocean expects to recognize approximately $30 million in expense related to accelerating the recognition the share-based compensation for existing awards under the Long-Term Incentive Plan that are affected by the Reclassification.

        The pro forma statement of operations has not been adjusted for these additional charges and expenses or for other potential cost savings and operational efficiencies that may be realized as a result of the Transactions.

144

Transocean Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet

 
   June 30, 2007
 
   Historical
    
    
  
 
    
    
 Pro forma
combined
 
   Transocean
   GlobalSantaFe
   Adjustments
    
 
   (In millions)
Assets                          
Current assets:                          
  Cash and cash equivalents   $ 445   $ 649   $ 287   a $ 1,381
  Marketable securities     —     25     —       25
  Accounts receivable, net     1,184     888     —       2,072
  Materials and supplies, net     177     —     133   b   310
  Deferred income taxes, net     20     —     —       20
  Other current assets     67     96     (10 ) c   153
   
 
 
   
    Total current assets     1,893     1,658     410       3,961

Property and equipment, net
 
 
7,760
 
 
4,628
 
 
7,053
 
d
 
19,441

Goodwill
 
 
2,195
 
 
334
 
 
6,989
 
e
 
9,518
Other assets     301     163     409   f   873
   
 
 
   
Total assets   $ 12,149   $ 6,783   $ 14,861     $ 33,793
   
 
 
   

Liabilities and Shareholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:                          
  Accounts payable   $ 369   $ 354   $ 152   g $ 875
  Accrued income taxes     132     —     —       132
  Debt due within one year     18     —     15,000   h   15,018
  Other current liabilities     475     262     186   i   923
   
 
 
   
    Total current liabilities     994     616     15,338       16,948

Long-term debt
 
 
3,046
 
 
746
 
 
(10
)
j
 
3,782
Deferred income taxes, net     51     71     701   k   823
Other long-term liabilities     579     180     1,236   l   1,995
   
 
 
   
    Total liabilities     4,670     1,613     17,265       23,548

Commitments and contingencies
 
 
 
 
 
 
 
 
 
 
 
 
 
Minority interest     1     —     —       1
Shareholders' equity     7,478     5,170     (2,404 ) m   10,244
   
 
 
   
  Total liabilities and shareholders' equity   $ 12,149   $ 6,783   $ 14,861     $ 33,793
   
 
 
   

145

Transocean Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations

 
   Six months ended June 30, 2007
  
 
   Historical
    
    
  
  
 
    
    
 Pro forma
combined
  
 
   Transocean
   GlobalSantaFe
   Adjustments
    
  
 
   (In millions, except per share data)

  
Operating revenues   $ 2,762   $ 1,977   $ 405   n $ 5,144  

Cost and expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Operating and maintenance     1,195     1,021     (4 ) o   2,212  
  Depreciation, depletion and amortization     201     164     345   p   710  
  General and administrative     55     48     (4 ) q   99  
   
 
 
   
 
      1,451     1,233     337       3,021  
   
 
 
   
 
Involuntary conversion of long-lived assets, net of related recoveries, loss of hire recoveries and gain on dispositions of equipment     —     57     —       57  
Gain (loss) from disposal of assets, net     22     —     —       22  
   
 
 
   
 
Operating income     1,333     801     68       2,202  
   
 
 
   
 
Interest expense, net of amounts capitalized     (70 )   (15 )   (464 ) r   (549 )
Other income (expense), net     18     14     (16 ) s   16  
   
 
 
   
 

Income from continuing operations before income taxes and minority interest
 
 
1,281
 
 
800
 
 
(412
)
 
 
1,669
 
Income tax expense     178     89     14   t   281  
Minority interest expense     1     —     —       1  
   
 
 
   
 
  Income from continuing operations   $ 1,102   $ 711   $ (426 )   $ 1,387  
   
 
 
   
 
Earnings per share from continuing operations:                            
    Basic   $ 3.81   $ 3.11           $ 4.46  
   
 
         
 
    Diluted   $ 3.67   $ 3.06           $ 4.33  
   
 
         
 

Weighted average shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Basic     289     229     109   u   311  
  Diluted     301     232     110   u   320  

Historical earnings per share, as restated:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Basic   $ 5.46               v      
  Diluted   $ 5.25               v      

Historical weighted average shares outstanding, as restated for reverse stock split:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Basic     202               v      
  Diluted     210               v      

146

Transocean Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations

 
   Year ended December 31, 2006
  
 
   Historical
    
    
  
  
 
    
    
 Pro forma
combined
  
 
   Transocean
   GlobalSantaFe
   Adjustments
    
  
 
   (In millions, except per share data)

  
Operating revenues   $ 3,882   $ 3,313   $ 716   n $ 7,911  

Cost and expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Operating and maintenance     2,155     1,931     —   o   4,086  
  Depreciation, depletion and amortization     401     305     693   p   1,399  
  General and administrative     90     84     (14 ) q   160  
   
 
 
   
 
      2,646     2,320     679       5,645  
   
 
 
   
 
Involuntary conversion of long-lived assets, net of related recoveries, loss of hire recoveries     —     117     —       117  
Gain from disposal of assets, net     405     —     —       405  
   
 
 
   
 
Operating income     1,641     1,110     37 &nb