Rowan received a written opinion from its counsel to the effect that for U.S. federal income tax purposes, the Transaction would be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Provided that the Transaction qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, it is expected that holders that exchange Rowan Class A ordinary shares for Ensco Class A ordinary shares and cash in lieu of fractional shares in the Transaction will generally not recognize gain or loss, except with respect to cash received in lieu of fractional Ensco Class A ordinary shares. For further discussion (including a discussion of special rules that apply to certain holders of Rowan shares), please see the Internal Revenue Service Form 8937, available at this link and the discussion under the heading “Material United States Federal Income Tax Consequences of the Transaction” in the joint proxy statement available at this link.
The aggregate tax basis of the Ensco Class A ordinary shares received in the Transaction (including any fractional shares deemed received and exchanged for cash, as discussed below) will equal the Rowan shareholder’s aggregate adjusted tax basis in the Rowan Class A ordinary shares exchanged in the Transaction. Shareholders who acquired stock at different times or prices should contact their tax advisors to determine their cost basis in specific blocks of stock in their specific circumstances.
If a Rowan shareholder receives cash in lieu of a fractional Ensco Class A ordinary share, such shareholder will be treated as having received such fractional Ensco Class A ordinary share pursuant to the Transaction and then as having sold such fractional Ensco Class A ordinary share for cash. As a result, the Rowan shareholder generally will recognize capital gain or loss equal to the difference between the amount of cash received for such fractional share and the shareholder’s basis in its fractional Ensco Class A ordinary share. Such capital gain or loss generally will be long-term capital gain or loss if, as of the effective date of the Transaction, the Rowan shareholder’s holding period for such fractional share exceeds one year. For further discussion regarding the holding period of fractional shares deemed received in the transaction, please see the discussion under the heading “Material United States Federal Income Tax Consequences of the Transaction” in the joint proxy statement available at this link.
Rowan received a written opinion from its counsel to the effect that for U.S. federal income tax purposes, the Transaction would be treated as a “reorganization” within the meaning of Section 368(a) of the Code. Provided that the Transaction qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, it is expected that holders that exchange Rowan Class A ordinary shares for Ensco Class A ordinary shares and cash in lieu of fractional shares in the Transaction will generally not recognize gain or loss, although certain non-U.S. holders who are otherwise subject to U.S. tax may be subject to U.S. tax on cash. For further discussion, please see the discussion under the heading “Material United States Federal Income Tax Consequences of the Transaction” in the joint proxy statement available at this link.