NOK 39.50 is Final Offer
LONDON & OSLO--(BUSINESS WIRE)--
Ensco plc (NYSE: ESV) announced on 27 May 2010 that its wholly-owned
subsidiary, Ensco (Bermuda) Limited, is making a partial tender offer
for 19% of the outstanding shares of Scorpion Offshore Ltd. (OSE: SCORE)
at a price in cash of NOK 39.50 per share.
As of the close of business on 27 May 2010, Ensco has received tenders
from shareholders, irrevocable pre-acceptances and conditional sales
agreements from shareholders, including members of Scorpion Offshore's
Board of Directors and all of its senior management and their
affiliates, that together represent a total of 36% of the outstanding
shares of Scorpion Offshore.
Ensco will not extend the partial tender offer beyond the previously
announced expiration, 6.30 p.m. Oslo time on 28 May 2010, and NOK 39.50
per share is the only and final offer.
Dan Rabun, Chairman, President and CEO of Ensco plc, stated, "We believe
that our NOK 39.50 per share offer to Scorpion shareholders is an
attractive price. Scorpion recommends that their shareholders accept our
offer today in order to meet the deadline of the tender."
The shareholders first tendering their shares will have priority with
respect to allocation of sales (first come-first served).
Scorpion Offshore shareholders who want to accept the Offer must contact
Matthew Cyzer (telephone +44 20 7774 8333) or Matthew Stanton (telephone
+44 20 7552 9865) at Goldman Sachs International or Gaute Ulltveit-Moe
at Arctic Securities (telephone +47 21 01 32 00) by 6.30 p.m. Oslo time
on 28 May 2010.
Upon the successful closing of the partial tender offer, Ensco or one of
its subsidiaries will take such additional steps permitted or required
by law to acquire the remaining shares of Scorpion Offshore at the same
cash price, subject to customary conditions.
If the partial tender offer is not successful, Ensco does not intend to
take further steps to acquire Scorpion Offshore. Ensco (Bermuda) Limited
is not obligated to purchase in the partial tender offer less than the
number of shares that, when aggregated with shares subject to certain
irrevocable preacceptances and conditional sales agreements, would equal
more than 50% of the outstanding shares.
Ensco reserves the right, at its sole discretion, to withdraw the
partial tender offer at any time. Any such withdrawal of the partial
tender offer will be publicly announced no later than 28 May 2010
shortly after 6.30 p.m. Oslo time.
Ensco plc is a public limited company incorporated under the laws of
England and Wales. Headquartered in London, England, Ensco is a global
offshore contract drilling company. Its American Depositary Shares are
traded on the New York Stock Exchange under the ticker symbol "ESV."
Ensco is one of the leading providers of offshore contract drilling
services to the international oil and gas industry. Ensco's offshore rig
fleet includes 39 jackup rigs, four ultra-deepwater semisubmersible rigs
and one barge rig. Additionally, Ensco has four ultra-deepwater
semisubmersible rigs under construction. Its operations are concentrated
in the geographic regions of Asia Pacific (which includes Asia, the
Middle East and Australia), Europe and Africa and North and South
America. The Ensco group of companies employs approximately 3,600 people
worldwide. The principal executive office of Ensco is located at 6
Chesterfield Gardens, London W1J 5BQ England. Ensco's telephone number
is +44 (0) 20 7659 4660, and its website is www.enscoplc.com.
If the partial tender is successful and the other conditions satisfied,
any voluntary or mandatory offer will be made through an indirect,
wholly-owned subsidiary of Ensco.
The partial tender offer is not being made and will not be made,
directly or indirectly, in or into the United States, Canada, Australia
or Japan or in any other jurisdiction in which the making of the partial
tender offer would not be in compliance with the laws of such
jurisdiction. Any and all materials related to the partial tender offer
should not be sent or otherwise distributed in or into the United
States, Canada, Australia or Japan, whether by use of the United States
mail or by any means or instrumentality of United States, Canadian,
Australian or Japanese commerce (including, but without limitation, the
mail, facsimile transmission, telex, telephone and the Internet) or any
facility of a United States, Canadian, Australian or Japanese national
securities exchange, and the partial tender offer cannot be accepted by
any such use, means or instrumentality, in or from within the United
States, Canada, Australia or Japan. Accordingly, no materials related to
the partial tender offer will be, and must not be, sent or otherwise
distributed in or into or from the United States, Canada, Australia or
Japan or, in their capacities as such, to custodians, trustees or
nominees holding shares of Scorpion Offshore for United States,
Canadian, Australian or Japanese persons, and persons receiving any such
documents (including custodians, nominees and trustees) must not
distribute or send them in, into or from the United States, Canada,
Australia or Japan. Any purported acceptance of the partial tender offer
resulting directly or indirectly from a violation of these restrictions
will be invalid. No shares of Scorpion Offshore are being solicited from
a resident of the United States, Canada, Australia or Japan and, if sent
in response by a resident of the United States, Canada, Australia or
Japan, will not be accepted.
Statements contained in this press release that state the Company's
or management's intentions, plans, hopes, beliefs, expectations,
anticipations, projections, confidence, schedules, or predictions of the
future are forward-looking statements made pursuant to the Private
Securities Litigation Reform Act of 1995.
Forward-looking statements include words or phrases such as
"anticipate," "believe," "estimate," "expect," "intend," "plan,"
"project," "could," "may," "might," "should," "will" and words and
phrases of similar import.
The forward-looking statements include, but are not limited to
statements about the contemplated acquisition of Scorpion Offshore, the
contemplated further steps to gain full control of Scorpion Offshore if
the partial tender is successful, and the potential failure or
withdrawal of the partial tender offer.
Forward-looking statements are made pursuant to safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Numerous factors could cause actual results to differ materially from
those in the forward-looking statements, including failure to
successfully complete the partial tender offer, material adverse changes
in Scorpion Offshore's business, governmental and court orders and other
factors, including risks as described from time to time as Risk Factors
in the Company's SEC filings.
Copies of such SEC filings may be obtained at no charge by contacting
our Investor Relations Department at 214-397-3045 or by referring to our
website at www.enscoplc.com.
All information in this press release is as of today. The Company
undertakes no duty to update any forward-looking statement, to conform
the statement to actual results, or reflect changes in the Company's
expectations.
Source: Ensco plc