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  • Ensco plc and Atwood Oceanics, Inc. File Definitive Proxy Materials in Connection with Pending Transaction
    édité le 21/08/2017 - Plus de news de "Valaris" - Voir la fiche entreprise de "Valaris"


Ensco plc and Atwood Oceanics, Inc. File Definitive Proxy Materials in Connection with Pending Transaction
Ensco plc and Atwood Oceanics, Inc. announced 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.

“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.

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.


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