Transocean said it will also pursue converting the company to a master limited partnership, saying that move could provide more financial flexibility. It anticipates an initial public offering of a master limited partnership being completed around the middle of next year. The offering needs the approval of Transocean's board.
Transocean said that as part of the deal with Icahn, the Icahn Group has agreed to vote in favor of the company's board nominees and certain other proposals it may recommend at the 2014 meeting.
In May Transocean's shareholders voted out Chairman J. Michael Talbert. He had been Transocean's CEO from 1994 to 2002 and served three terms as chairman before his ouster.
Transocean, based in Switzerland, owned the Deepwater Horizon drilling rig which exploded and sank in the Gulf of Mexico in 2010, triggering a massive offshore oil spill. The company agreed to a $1.4 billion settlement with the Justice Department for its role in the disaster.
Transocean's stock added $1.18, or 2.2 percent, to $54.63 in premarket trading about three hours before the market open.