24 May 2011 Vote Cut-Off Date for Ensco’s Special Shareholder Meeting
LONDON & HOUSTON--(BUSINESS WIRE)--
Ensco plc (NYSE: ESV) and Pride International, Inc. (NYSE: PDE) jointly
announced today that they 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 finalized and soon will
be distributed to shareholders of both companies. The Ensco and Pride
boards of directors have recommended that their respective shareholders
vote in favor of the merger at their respective special meetings.
“We look forward to completing this transaction and bringing our two
companies together,” commented Ensco’s Chairman & CEO Dan Rabun. “This
merger will create the world’s second largest mobile offshore drilling
fleet and provide many benefits to customers, employees and
shareholders.”
Ensco and Pride previously announced a definitive merger agreement under
which Ensco will acquire Pride in a cash and stock transaction. In
preparation for the shareholder meetings, Ensco and Pride satisfied
antitrust and securities regulatory requirements and Ensco successfully
completed a $2.5 billion senior notes offering, the net proceeds of
which will facilitate the Pride acquisition.
Holders of Ensco American depository shares (ADS) at the close of
business on 11 April 2011 may vote their shares in connection with
Ensco’s special meeting, which will be held on 31 May 2011 at 8:30 a.m.
(London time) at 6 Chesterfield Gardens, London, W1J 5BQ. Pride
stockholders who held Pride’s common stock at the close of business on
11 April 2011 may vote and attend Pride’s special meeting, which will be
held on 31 May 2011 at 8:00 a.m. (Houston time) at the Hotel Granduca,
1080 Uptown Park Blvd., Houston, Texas 77056.
Please note that votes for Ensco’s special
shareholder meeting must be received by the 24 May 2011 cut-off date in
order for the ADS depositary to properly record votes. For employees and
directors holding shares in Ensco benefit plans, the cut-off date to
vote is 19 May 2011.
Shareholders who have questions about the merger and/or the process to
submit proxies or voting instructions may contact Ensco’s proxy
solicitor, D.F. King at (800) 859-8509 or Pride’s proxy solicitor,
Innisfree M&A Incorporated at (877) 825-8772. Additional copies of the
proxy statement/prospectus and/or proxy card may be obtained from the
proxy solicitors.
Shareholders of both companies are encouraged to read the proxy
materials in their entirety as they provide, among other matters, a
discussion of the reasons behind the recommendation of each company’s
board of directors that shareholders vote “FOR” the approvals necessary
to complete the proposed merger.
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 eleven
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.
Pride International, Inc., headquartered in Houston, Texas, operates a
fleet of 26 mobile offshore drilling units, consisting primarily of
floating rigs (semisubmersibles and drillships) that address deepwater
drilling programs around the world. The company has one of the youngest
and most technologically advanced deepwater drilling fleets in the
offshore industry, with five drillships, including three delivered since
the beginning of 2010, six semisubmersible rigs and two managed
deepwater rigs. Two additional deepwater drillships are currently under
construction with expected deliveries in 2011 and 2013. The company’s
fleet also includes six other semisubmersible rigs and seven jackup
rigs. Pride International’s floating rig fleet operates primarily
offshore Brazil and West Africa where the company has a long-standing
presence.
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 and Pride’s proxy statement relating to its 2010 Annual
Meeting of Stockholders, as filed with the SEC on 5 April 2011 and 1
April 2010, respectively. 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 transaction, benefits
to customers, employees and shareholders, growth potential, timing,
effects of the transaction, contemplated financing of the transaction,
or other attributes of the combined companies, expected shipyard
deliveries 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 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