Affirms Strategic and Financial Rationale of Transaction and Clear
Long-Term Value Creation Opportunity for Shareholders
LONDON--(BUSINESS WIRE)--
Ensco plc (NYSE:ESV) today announced that independent proxy advisory
firm Egan-Jones Rating Company (“Egan-Jones”) has joined Glass Lewis
(“Glass Lewis”) in recommending that Ensco shareholders vote “FOR” the
pending all-stock acquisition of Atwood Oceanics, Inc. at the company’s
upcoming general meeting of shareholders on 5 October 2017. The
Egan-Jones recommendation affirms the strategic and financial rationale
of the transaction and clear long-term value creation opportunity for
Ensco shareholders.
In making its recommendation, Egan-Jones noted*:
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“…Egan-Jones views the proposed transaction to be a desirable approach
in maximizing shareholder value. After careful consideration, we
believe that approval of the merger is in the best interests of the
Company and its shareholders and its advantages and opportunities
outweigh the risks associated to the transaction.”
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“…the merger would enhance Ensco's asset base through the addition of
high-specification drillships, semisubmersibles and jackups, creating
a combined fleet that would be among the most technologically advanced
in the industry and meet the deep- and shallow-water drilling
requirements of clients around the world.”
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“…the merger would lead to future business opportunities with a
geographically diversified client base and operating area, with
operations spanning six continents in every major deep- and
shallow-water basin around the world, positioning the combined company
to capitalize on increased client demand for offshore drilling rigs in
the future.”
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“…the merger would result in a well-capitalized pro forma company with
a strong liquidity position.”
Ensco President and CEO Carl Trowell commented, “We are pleased that
Egan-Jones has joined Glass Lewis in endorsing the long-term strategic
and financial advantages that Ensco’s acquisition of Atwood would
create. By adding Atwood’s high-specification assets, we will enhance
our position as a Tier 1 offshore driller while maintaining financial
flexibility and a strong pro forma liquidity position. Importantly,
Egan-Jones and Glass Lewis have both recognized the significant upside
the acquisition creates for Ensco shareholders, with substantial cost
synergies and double-digit accretion expected. We are confident that
this transaction will further the company’s ability to meet customer
demand and strengthen our position in the sector. We look forward to
completing the acquisition at Ensco’s general meeting of shareholders.”
Ensco’s Board of Directors unanimously recommends that Ensco
shareholders vote “FOR” the proposal to combine with Atwood in an
all-stock transaction at the upcoming general meeting of shareholders,
which is necessary to complete the acquisition.
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.
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 pending merger.
*Permission to use quotations neither sought nor obtained
About Ensco
Ensco plc (NYSE:ESV) brings energy to the world as a global provider of
offshore drilling services to the petroleum industry. For more than 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 plc 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.
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
the date of the release. Except as required by law, Ensco disclaims 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 Atwood Merger
In connection with the pending merger with Atwood, Ensco has filed a
registration statement on Form S-4, including a definitive 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 DEFINITIVE 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 has been 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
definitive 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 are also 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, 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 are 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 are 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 definitive joint
proxy statement/prospectus and other relevant documents regarding the
transaction, which have been 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 pending 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