Ensco plc announced that it has made a proposal to Rowan Companies plc to increase the exchange ratio for its all-stock combination with Rowan.

Under the terms of the proposal, Rowan shareholders would receive 2.600 Ensco shares for each Rowan share, a 17.4% increase from the exchange ratio of 2.215 contemplated by the transaction agreement dated October 7, 2018 between the parties. Upon closing, Ensco and Rowan shareholders would own approximately 57% and 43%, respectively, of the outstanding shares of the combined company. All other terms and conditions of the transaction agreement would remain unchanged. The proposal has been unanimously approved by Ensco’s board of directors.

Ensco’s Non-Executive Chairman of the board of directors Paul E. Rowsey III stated, “This enhanced proposal is a reaffirmation of our belief that this combination will generate significant long-term shareholder value and result in the creation of a leading offshore driller with substantial opportunities across water depths, geographies and market conditions. The combined company will boast some of the industry’s highest-specification assets, unparalleled geographic coverage, a diverse customer base and significant future revenue growth opportunities. Further, $150 million of anticipated annual synergies resulting from the transaction are expected to create $1 billion of capitalized value for shareholders of the combined company. We look forward to quickly executing an amendment to the definitive agreement and to consummating this transaction and delivering on the significant opportunities of the combined company.”

In addition to a leading offshore fleet with a vast geographic presence, the combined company will have the industry’s broadest customer base, with continued focus on customer satisfaction and the development of new technology to differentiate services and lower costs. As a result of significant synergies, the transaction is expected to be accretive to cash flow per share in 2020. The combined company would also have a strong financial position with $3.7 billion of total liquidity, $2.6 billion of contracted revenue backlog and an enhanced credit profile that enables the combined company to better compete across market cycles1.

Ensco’s Board and senior management team are committed to the combination of the two companies, which will benefit shareholders, customers and employees of both companies. However, this proposal is final and represents the maximum exchange ratio that Ensco is prepared to offer.

Advisors

Morgan Stanley & Co. LLC is acting as lead financial advisor to Ensco. HSBC Securities (USA) Inc. and Citigroup Global Markets Inc. are also providing financial advice to Ensco. Ensco’s legal advisors are Gibson, Dunn & Crutcher LLP and Slaughter and May.

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 eighth 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.

About Rowan

Rowan (NYSE: RDC) is a global provider of contract drilling services with a fleet of 25 mobile offshore drilling units, composed of 21 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of seven self-elevating jack-up rigs that operate in the Arabian Gulf. The Company's Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol "RDC".