LONDON--(BUSINESS WIRE)--
Ensco plc (NYSE: ESV) announced today that its Board of Directors has
declared a regular quarterly cash dividend of US$0.35 per Class A
ordinary share payable on 24 June 2011 to holders of Ensco’s American
depositary shares (ADS) as of the 13 June 2011 record date.
As previously reported, Ensco and Pride International, Inc. (NYSE: PDE)
each will hold special shareholder meetings on 31 May 2011 to vote on
the merger of their companies, creating the world’s second largest
mobile offshore drilling fleet. The Ensco and Pride joint proxy
statement/prospectus has been distributed to shareholders of both
companies and the Ensco and Pride boards of directors have recommended
that shareholders vote in favor of the merger.
As disclosed previously, votes for Ensco’s special shareholder meeting
on 31 May 2011 must be received by today, 24 May 2011, for the ADS
depositary to properly record votes.
In preparation for the special shareholder meetings, Ensco and Pride
have satisfied antitrust and securities regulatory requirements and
Ensco has successfully completed a $2.5 billion senior notes offering,
the net proceeds of which will facilitate the Pride acquisition.
If approved by the shareholders of Ensco and Pride at their respective
31 May 2011 special meetings, the merger is expected to close on the
same day, at which point, with exceptions for certain U.K. residents,
Pride stockholders will have the right to receive 0.4778 newly-issued
shares of Ensco plus $15.60 in cash for each share of Pride common stock
per the terms of the merger agreement.
Assuming the merger closes as planned on 31 May 2011, the US$0.35
regular quarterly cash dividend noted above also will be paid on the
Ensco shares issued to the former Pride stockholders to holders of
Ensco’s American depositary shares (ADS) as of the 13 June 2011 record
date.
At the Annual General Meeting of Shareholders held today, the vote of a
sufficient number of shares were cast to approve all proposals as
recommended by the Board of Directors, including the non-binding
advisory votes by a majority of shares to approve the compensation of
our named executive officers and to hold non-binding advisory
shareholder votes on the compensation of our named executive officers
every year.
Ensco plc (NYSE: ESV) brings energy to the world as a global provider of
offshore drilling services to the petroleum industry. With a fleet of
ultra-deepwater semisubmersible and premium jackup drilling rigs, Ensco
serves customers with high-quality equipment, a well-trained workforce
and a strong record of safety and reliability. Ensco recently earned the
top rating for overall customer satisfaction in the leading independent
survey conducted by EnergyPoint Research with #1 rankings in 11 out of
16 separate categories. To learn more about Ensco, please visit our
website at www.enscoplc.com.
Ensco plc is an English limited company (England No. 7023598) with its
registered office and corporate headquarters located at 6 Chesterfield
Gardens, London W1J 5BQ.
Additional Information
In connection with the proposed acquisition of Pride International,
Inc., Ensco filed a registration statement including a definitive joint
proxy statement/prospectus of Ensco and Pride with the SEC, which the
SEC declared effective on 25 April 2011. INVESTORS AND SECURITY HOLDERS
OF ENSCO AND PRIDE ARE ADVISED TO CAREFULLY READ THE REGISTRATION
STATEMENT AND PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS TO IT) BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE
TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED
WITH THE TRANSACTION. The definitive joint proxy statement/prospectus
will be sent to security holders of Ensco and Pride seeking their
approval of the proposed transaction. Investors and security holders may
obtain a free copy of the definitive joint proxy statement/prospectus
and other relevant documents filed by Ensco and Pride with the SEC from
the SEC's website at www.sec.gov.
Security holders and other interested parties will also be able to
obtain, without charge, a copy of the definitive joint proxy
statement/prospectus and other relevant documents by directing a request
by mail or telephone to either Investor Relations, Ensco plc, 500 N.
Akard, Suite 4300, Dallas, Texas 75201, 214-397-3015, or Investor
Relations, Pride International, 5847 San Felipe Street, Suite 3300,
Houston, TX 77057, 713-917-2020. Copies of the documents filed by Ensco
with the SEC are available free of charge on Ensco’s website at www.enscoplc.com
under the tab “Investors.” Copies of the documents filed by Pride with
the SEC are available free of charge on Pride’s website at www.prideinternational.com
under the tab “Investor Relations.” Security holders may also read and
copy any reports, statements and other information filed with the SEC at
the SEC public reference room at 100 F Street N.E., Room 1580,
Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit
the SEC’s website for further information on its public reference room.
Ensco and Pride and their respective directors, executive officers and
certain other members of management may be deemed to be participants in
the solicitation of proxies from their respective security holders with
respect to the transaction. Information about these persons is set forth
in Ensco's proxy statement relating to its 2011 Annual General Meeting
of Shareholders, as filed with the SEC on 5 April 2011, and Pride’s
Amendment No. 1 to its Annual Report on Form 10-K/A, as filed with the
SEC on 29 April 2011, respectively, and subsequent statements of changes
in beneficial ownership on file with the SEC. Security holders and
investors may obtain additional information regarding the interests of
such persons, which may be different than those of the respective
companies' security holders generally, by reading the joint proxy
statement/prospectus and other relevant documents regarding the
transaction, which have been filed with the SEC.
Forward-Looking Statements
Statements included in this document regarding the scheduled
shareholder meetings, consummation of the proposed merger transaction,
benefits to customers, employees and shareholders, growth potential,
timing, effects of the transaction, or other attributes of the combined
companies and other statements that are not historical facts, are
forward-looking statements. Forward-looking statements include words or
phrases such as "anticipate," "believe," “contemplate,” "estimate,"
"expect," "intend," "plan," "project," "could," "may," "might,"
"should," "will" and words and phrases of similar import. These
statements involve risks and uncertainties including, but not limited
to, actions by regulatory authorities, rating agencies or other third
parties, actions by the respective companies’ security holders including
votes at the special shareholder meetings and pending class action
litigation, costs and difficulties related to integration of acquired
businesses, delays, costs and difficulties related to the transaction,
market conditions, and the combined companies' financial results and
performance, satisfaction of closing conditions, ability to repay debt
and timing thereof, availability and terms of any financing and other
factors detailed in risk factors and elsewhere in each company’s Annual
Report on Form 10-K for the year ended December 31, 2010, and their
respective other filings with the Securities and Exchange Commission
(the "SEC"), which are available on the SEC’s website at www.sec.gov.
Should one or more of these risks or uncertainties materialize (or the
other consequences of such a development worsen), or should underlying
assumptions prove incorrect, actual outcomes may vary materially from
those forecasted or expected. All information in this document is as of
today. Except as required by law, both companies disclaim any intention
or obligation to update publicly or revise such statements, whether as a
result of new information, future events or otherwise.
Source: Ensco plc