Yes, the exchange is mandatory. The shares of Atwood common stock have stopped trading on the New York Stock Exchange and can no longer be transferred. Atwood shareholders are entitled to receive 1.60 Ensco Class A ordinary shares for each share of Atwood common stock they own.
Ensco will not issue fractional shares in connection with the transaction. Each Atwood shareholder who would have been entitled to receive a fraction of an Ensco Class A ordinary share will receive cash in a pro rata amount determined based on a price per share of $5.483.
Beneficial holders of Atwood common stock who hold their shares through a bank, broker, custodian or other nominee participating in the DTC system will have their accounts automatically credited with a number of Ensco Class A ordinary shares equal to the number of shares of Atwood common stock held by such holder prior to the effective time multiplied by the exchange ratio of 1.60.
Certificated holders of Atwood common stock will receive a Letter of Transmittal from Computershare Trust Company, N.A., the exchange agent, to make appropriate certifications and surrender their shares of Atwood common stock. Certificated holders who fail to return a Letter of Transmittal within four months after the closing date will receive a follow-up letter with another copy of the Letter of Transmittal. If the Exchange Agent does not receive a countersigned Letter of Transmittal by the eight-month anniversary of the Closing Date, then the Exchange Agent may utilize the services of a stockholder locating service in order to determine the location of any certificated holder of Atwood common stock. If, following a reasonable period of time thereafter, the Exchange Agent still has not received a Letter of Transmittal from a certificated holder, then the Exchange Agent will report the unclaimed shares of Atwood common stock to each applicable state authority in compliance with state laws for lost shareholders, and such certificated shareholders will be responsible for complying with such laws in order to claim their Ensco Class A ordinary shares.
All Letters of Transmittal must have the signature and residency certifications completed.
Backup withholding may apply if a U.S. Atwood shareholder has not provided an accurate taxpayer identification number on Form W-9 or is otherwise subject to backup withholding. A non-U.S. Atwood shareholder will generally not be subject to backup withholding if it provides a certification of exempt status (on an appropriate IRS Form W-8 or an applicable substitute form).
Atwood shareholders who have not duly surrendered their shares of Atwood common stock (and made the requisite certifications) in time to be holders of record of Ensco Class A ordinary shares on the record date for a given distribution will receive the distribution only when they surrender their Atwood common stock (and make applicable certifications) to the Exchange Agent. The Exchange Agent will hold the distributions it receives in respect of the Ensco Class A ordinary shares that it holds for the benefit of Atwood shareholders who have not previously surrendered their shares of Atwood common stock to the Exchange Agent.
Atwood shareholders may call the Exchange Agent (contact information below) and request that a duplicate Letter of Transmittal be mailed to them.
If such Atwood shareholder cannot locate some or all of its Atwood stock certificates, such shareholder should follow the instructions on the Letter of Transmittal.
No. For their protection, they should not endorse their Atwood stock certificates.
Computershare Trust Company, N.A. is acting as the Exchange Agent. Atwood shareholders may contact Computershare as follows:
By Telephone (9 a.m. to 6 p.m. (New York Time) Monday through Friday, except bank holidays):
From within the U.S., Canada or Puerto Rico: 1-800-418-4CCE (4223) (Toll Free)
From outside the U.S.: (201) 680-6579
Computershare Attn: Corporate Action Dept. P.O. Box 43014 Providence, RI 02940-3014
Computershare 250 Royall Street Canton, MA. 020214 Jersey City, NJ 07310
Delivery of the Letter of Transmittal and stock certificates to any address other than as set forth above or on the Letter of Transmittal will not constitute a valid delivery. Do not send stock certificates to Ensco or Atwood.