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
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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version on businesswire.com: http://www.businesswire.com/news/home/20170818005577/en/
Investor and Media Contact(s):Ensco plcNick Georgas,
713-430-4607Director – Investor Relations and CommunicationsorTim
Richardson, 713-430-4490Manager – Investor RelationsorAtwood
Oceanics, Inc.Mark W. Smith, 281-749-7840Senior Vice President and
Chief Financial Officer
Atwood Oceanics (NYSE:ATW)
과거 데이터 주식 차트
부터 12월(12) 2024 으로 1월(1) 2025
Atwood Oceanics (NYSE:ATW)
과거 데이터 주식 차트
부터 1월(1) 2024 으로 1월(1) 2025
