Apr 27, 2011

Vote on $7 bln Ensco/Pride deal set for end of May



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 Granduca1080 Uptown Park Blvd.Houston, Texas77056.
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.comEnsco 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.
Source: Ensco plc

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