Announce Record Date and Date of Shareholder Meetings
Recommend Shareholders of Both Ensco and Atwood Vote “FOR” the
Transaction to Create a Leading Global Offshore Drilling Company
LONDON & HOUSTON--(BUSINESS WIRE)--
Ensco plc (NYSE: ESV) (“Ensco”) and Atwood Oceanics, Inc. (NYSE: ATW)
(“Atwood”) announced today the filing of definitive proxy materials with
the U.S. Securities and Exchange Commission (“SEC”) in connection with
the previously announced merger agreement under which Ensco will acquire
Atwood in an all-stock transaction. Ensco and Atwood will hold their
respective shareholder meetings related to the merger on 5 October 2017.
The Ensco and Atwood boards of directors unanimously recommend that
shareholders vote “FOR” each company’s respective proposals set forth in
the joint proxy statement/prospectus at their respective shareholder
meetings.
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“This transaction is a unique opportunity to significantly strengthen
and renew Ensco’s fleet at a key juncture in the market recovery cycle
by adding high-specification, complementary assets at attractive
valuations,” said Ensco Chief Executive Officer and President Carl
Trowell. “By combining our fleets, we further our position as the
offshore driller of choice and expect to create significant shareholder
value with substantial upside relative to stand-alone scenarios, while
maintaining financial flexibility through 2024.”
Ensco’s general meeting of shareholders is scheduled to take place on 5
October 2017 at 3:00 p.m. (London time) at the Offices of Slaughter and
May, One Bunhill Row, London EC1Y 8YY, England. All shareholders of
record of Ensco’s common stock as of the close of business on 23 August
2017 will be entitled to vote their shares either in person or by proxy
at the shareholder meeting.
Atwood’s 2017 special meeting of shareholders is scheduled for 5 October
2017 at 9:00 a.m. (Houston time) at 15011 Katy Freeway, First Floor,
Houston, Texas 77094. All shareholders of record of Atwood’s common
stock as of the close of business on 23 August 2017 will be entitled to
vote their shares either in person or by proxy at the shareholder
meeting.
As previously announced on 30 May 2017, Ensco and Atwood have entered
into a definitive merger agreement under which Ensco will acquire Atwood
in an all-stock transaction that was unanimously approved by each
company’s board of directors. Under the terms of the merger agreement,
Atwood shareholders will receive 1.60 shares of Ensco for each share of
Atwood common stock for a total value of $10.72 per Atwood share based
on Ensco’s closing share price of $6.70 on 26 May 2017. Upon close of
the transaction, Ensco and Atwood shareholders will own approximately
69% and 31%, respectively, of the outstanding shares of Ensco plc. There
are no financing conditions for this transaction. On 29 June 2017, Ensco
and Atwood announced early termination of the waiting period under the
U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976. The company
anticipates closing the transaction in the first week of October 2017.
Shareholders who have questions about the merger and/or the process to
submit proxies or voting instructions may contact Ensco’s proxy
solicitors, D.F. King at +1 (888) 626-0988 or MacKenzie Partners at +1
(800) 322-2885, or Atwood’s proxy solicitor, Innisfree M&A Incorporated
at +1 (888) 750-5834. Banks and Brokers may call collect at +1 (212)
269-5550 or +1 (212) 929-5500 for Ensco or +1 (212) 750-5833 for Atwood.
Copies of the proxy statement/prospectus and/or proxy card may be
obtained from the respective proxy solicitors.
Shareholders of both companies are encouraged to read the proxy
materials in their entirety as they provide, among other information, 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.
ABOUT ENSCO
Ensco plc (NYSE: ESV) brings energy to the world as a global provider of
offshore drilling services to the petroleum industry. For 30 years, the
company has focused on operating safely and going beyond customer
expectations. Ensco is ranked first in total customer satisfaction in
the latest independent survey by EnergyPoint Research — the seventh
consecutive year that Ensco has earned this distinction. Operating one
of the newest ultra-deepwater rig fleets and a leading premium jackup
fleet, Ensco has a major presence in the most strategic offshore basins
across six continents. Ensco is an English limited company (England No.
7023598) with its corporate headquarters located at 6 Chesterfield
Gardens, London W1J 5BQ. To learn more, visit our website at www.enscoplc.com.
ABOUT ATWOOD
Atwood Oceanics, Inc. (NYSE:ATW) is a leading offshore drilling company
engaged in the drilling and completion of exploration and development
wells for the global oil and gas industry. Atwood currently owns 10
mobile offshore drilling units and is constructing two ultra-deepwater
drillships. Atwood was founded in 1968 and is headquartered in Houston,
Texas. For more information about Atwood, please visit www.atwd.com.
Forward-Looking Statements
Statements included in this release regarding the proposed
transaction, benefits, expected synergies and other expense savings and
operational and administrative efficiencies, opportunities, timing,
expense and effects of the transaction, financial performance, accretion
to discounted cash flows, revenue growth, future dividend levels, credit
ratings or other attributes of Ensco following the completion of the
transaction and other statements that are not historical facts, are
forward-looking statements (including within the meaning of Section 21E
of the Securities Exchange Act of 1934, as amended, and Section 27A of
the Securities Act of 1933, as amended). 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, costs and difficulties related to integration of
Atwood, delays, costs and difficulties related to the transaction,
market conditions, and Ensco’s financial results and performance
following the completion of the transaction, satisfaction of closing
conditions, ability to repay debt and timing thereof, availability and
terms of any financing and other factors detailed in the risk factors
section and elsewhere in Ensco’s and Atwood’s Annual Report on Form 10-K
for the year ended December 31, 2016 and September 30, 2016,
respectively, 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 release is as of today. Except as required by law, both
Ensco and Atwood disclaim any intention or obligation to update publicly
or revise such statements, whether as a result of new information,
future events or otherwise.
Important Additional Information Regarding the Transaction
In connection with the proposed transaction, Ensco has filed a
registration statement on Form S-4, including a joint proxy
statement/prospectus of Ensco and Atwood, with the SEC. INVESTORS AND
SECURITY HOLDERS OF ENSCO AND ATWOOD ARE ADVISED TO CAREFULLY READ THE
REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND
THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy
statement/prospectus will be sent to security holders of Ensco and
Atwood in connection with the Ensco and Atwood shareholder meetings.
Investors and security holders may obtain a free copy of the joint proxy
statement/prospectus and other relevant documents filed by Ensco and
Atwood 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 joint proxy statement/prospectus
and other relevant documents (when available) by directing a request by
mail or telephone to either Investor Relations, Ensco plc, 5847 San
Felipe, Suite 3300, Houston, Texas 77057, telephone 713-430-4607, or
Investor Relations, Atwood Oceanics, Inc., 15011 Katy Freeway, Suite
800, Houston, Texas 77094, telephone 281-749-7840. Copies of the
documents filed by Ensco with the SEC will be available free of charge
on Ensco’s website at www.enscoplc.com
under the tab “Investors.” Copies of the documents filed by Atwood with
the SEC will be available free of charge on Atwood’s website at www.atwd.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.
Participants in the Solicitation
Ensco and Atwood 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 2017 General Meeting of
Shareholders and Atwood’s proxy statement relating to its 2017 Annual
Meeting of Shareholders, as filed with the SEC on 31 March 2017 and 9
January 2017, 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 are filed with the SEC.
No Offer or Solicitation
This release is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy or an invitation
to purchase or subscribe for any securities or the solicitation of any
vote in any jurisdiction pursuant to the proposed transaction or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
Subject to certain exceptions to be approved by the relevant regulators
or certain facts to be ascertained, the public offer will not be made
directly or indirectly, in or into any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction, or by use of
the mails or by any means or instrumentality (including without
limitation, facsimile transmission, telephone and the internet) of
interstate or foreign commerce, or any facility of a national securities
exchange, of any such jurisdiction.
Service of Process
Ensco is incorporated under the laws of England and Wales. In addition,
some of its officers and directors reside outside the United States, and
some or all of its assets are or may be located in jurisdictions outside
the United States. Therefore, investors may have difficulty effecting
service of process within the United States upon those persons or
recovering against Ensco or its officers or directors on judgments of
United States courts, including judgments based upon the civil liability
provisions of the United States federal securities laws. It may not be
possible to sue Ensco or its officers or directors in a non-U.S. court
for violations of the U.S. securities laws.
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Source: Ensco plc and Atwood Oceanics, Inc.