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England and Wales | 1381 | 98-0635229 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Vice President, General Counsel and Secretary
Ensco plc
500 N. Akard Street, Suite 4300
Dallas, Texas 75201
(214) 397-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Alan G. Harvey Baker & McKenzie LLP 2001 Ross Avenue, Suite 2300 Dallas, Texas 75201 +1(214) 978-3047 | Helen Bradley Baker & McKenzie LLP 100 New Bridge Street London EC4V 6JA United Kingdom +44 (0) 20 7919 1819 | Brady K. Long Vice President, General Counsel and Secretary Pride International, Inc. 5847 San Felipe, Suite 3300 Houston, Texas 77057 +1 (713) 789-1400 | J. David Kirkland, Jr. Tull R. Florey Baker Botts L.L.P. 910 Louisiana Street One Shell Plaza Houston, Texas 77002 +1 (713) 229-1234 | David A. Katz Wachtell, Lipton, Rosen & Katz 51 West 52ndStreet New York, New York 10019 +1 (212) 403-1000 |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Exchange ActRule 13e-4(i) (Cross-Border Issuer Tender Offer) | o | Exchange ActRule 14d-(d) (Cross-Border Third-Party Tender Offer) | o |
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The information in this joint proxy statement/prospectus is not complete and may be changed. Ensco plc may not sell the securities offered by this joint proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus is not an offer to sell these securities nor should it be considered a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. |
Daniel W. Rabun | Louis A. Raspino | |
Chairman, President and Chief Executive Officer Ensco plc | President and Chief Executive Officer Pride International, Inc. |
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6 Chesterfield Gardens
London England W1J 5BQ
+44 (0) 20 7659 4660
TO BE HELD ON MAY 24, 2011
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Cary A. Moomjian, Jr.
Vice President, General Counsel and Secretary
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5847 San Felipe, Suite 3300
Houston, Texas 77057
+1(713) 789-1400
TO BE HELD ON MAY 24, 2011
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Pride International, Inc.
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D.F. King & Co., Inc. 48 Wall Street, 22nd Floor New York, New York 10005 Shareholders Call Toll-Free at: 1-800-859-8509 Banks and Brokers Call Collect at: 1-212-269-5550 Email: ensco@dfking.com | Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, NY 10022 Shareholders Call Toll-Free at: 1-877-825-8772 Banks and Brokers Call Collect at: 1-212-750-5833 |
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EX-99.5 |
Annexes | ||
Annex A | Agreement and Plan of Merger (composite as amended) | |
Annex B | Opinion of Deutsche Bank Securities Inc. | |
Annex C | Opinion of Goldman, Sachs & Co. | |
Annex D | Section 262 of the General Corporation Law of the State of Delaware |
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Q: | What is the proposed transaction? |
A: | Ensco and Pride have entered into a merger agreement pursuant to which Merger Sub will merge with and into Pride, with Pride surviving the merger as an indirect wholly owned subsidiary of Ensco. Each issued and outstanding share of Pride common stock will be converted into the right to receive (i) 0.4778 Ensco ADSs and (ii) $15.60 in cash, with exceptions applicable to shares of Pride common stock held or deemed to be held by certain U.K. residents, as described under “The Merger Agreement — Merger Consideration.” |
Q: | Why are Ensco and Pride proposing the merger? |
A: | The boards of directors of Ensco and Pride believe that the merger will benefit Ensco’s shareholders and Pride’s stockholders by creating a top-tier global offshore drilling company given the complementary fleet composition, geographic scope and customer bases of the two companies. To review the reasons for the merger in greater detail, see “The Merger — Recommendation of the Ensco Board of Directors and Its Reasons for the Merger” beginning on page 63 and “The Merger — Recommendation of the Pride Board of Directors and Its Reasons for the Merger” beginning on page 66. |
Q: | Why am I receiving this joint proxy statement/prospectus? |
A: | Ensco shareholders are being asked to approve the issuance and delivery of Ensco ADSs pursuant to the merger agreement. |
Q: | When and where is the general meeting of the Ensco shareholders? |
A: | The Ensco general meeting will be held at the registered office and headquarters of Ensco, 6 Chesterfield Gardens, London W1J 5BQ, United Kingdom at 8:30 a.m. London time on May 24, 2011. |
Q: | When and where is the special meeting of the Pride stockholders? |
A: | The Pride special meeting will be held on May 24, 2011 at 9:00 a.m. Houston time at the Hotel Granduca, located at 1080 Uptown Park Blvd., Houston, Texas 77056. |
Q: | Who can attend and vote at the Ensco general meeting or the Pride special meeting? |
A: | You are qualified to receive notice of, attend and vote at the Ensco general meeting if you owned Ensco Class A ordinary shares at the close of business in London on April 11, 2011, the record date for the Ensco general meeting. If you own Ensco ADSs representing Class A ordinary shares at the close of business in New York City on such date, whether directly or in “street name,” as described below, you are entitled to instruct the depositary for the Ensco ADSs on how to vote the Class A ordinary shares |
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represented by your Ensco ADSs, which for purposes of this joint proxy statement/prospectus we refer to as voting your shares. |
Q: | What vote is required to approve the proposals at the Ensco general meeting and the Pride special meeting? |
A: | The approval by the Ensco shareholders of the issuance and delivery of Ensco ADSs pursuant to the merger agreement and the adoption by the Pride stockholders of the merger agreement are required for the consummation of the merger. |
Q: | What is the difference between a “shareholder of record,” a “holder of record of Ensco ADSs” and a “street name” holder? |
A: | These terms describe how your shares are held. Holders of Ensco Class A ordinary shares registered directly in the holder’s name with Computershare Investor Services plc, its share registrar, and holders of Pride common stock registered directly in the holder’s name with BNY Mellon Shareowner Services, its transfer agent, are referred to as “shareholders of record” or “stockholders of record,” as applicable. Citibank, N.A. (London Branch) (or its nominee) is the registered holder of all outstanding Ensco Class A ordinary shares as of the date of this joint proxy statement/prospectus. Citibank, N.A. acts as the depositary with respect to the Ensco ADSs, each representing one Ensco Class A ordinary share on |
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deposit with the depositary, pursuant to the terms and conditions of the deposit agreement among Citibank, Ensco and the holders of Ensco ADSs. |
Q: | If my Ensco ADSs or shares of Pride common stock are held in “street name” by my broker or other nominee, will my broker or other nominee vote my Ensco ADSs or Pride common stock for me? |
A: | Unless you instruct your broker how to vote your Ensco ADSs or Pride common stock, as applicable, your shares willNOTbe voted. |
Q: | What are the effects of abstentions and broker non-votes at the meetings? |
A: | In connection with the Ensco general meeting, abstentions and broker non-votes will be considered in determining the presence of a quorum. However, because abstentions and broker non-votes are not considered votes cast under U.K. Companies Act 2006, they will not have any effect on the outcome of the vote with respect to the proposal to approve the issuance and delivery of Ensco ADSs pursuant to the merger agreement (assuming a quorum is present). Under NYSE rules, abstentions, but not broker non-votes, will be considered as votes cast for determining whether a sufficient number of votes have been cast on the resolution. |
Q: | What happens if the merger is not completed? |
A: | If the merger agreement is not adopted by Pride’s stockholders, if the issuance and delivery of Ensco ADSs pursuant to the merger agreement is not approved by Ensco’s shareholders or if the merger is not completed for any other reason, you will not receive any payment for your shares of Pride common stock in connection with the merger. Instead, Pride will remain an independent public company and Pride common stock will continue to be listed and traded on the NYSE. Under the merger agreement, Delaware Sub may be required to pay to Pride a termination fee of $260 million (less any fee previously paid by Delaware Sub) if the merger agreement is terminated under certain circumstances, and Pride may be required to pay to Ensco a termination fee of $260 million (less any fee previously paid by Pride) if the merger agreement is terminated under certain circumstances. In addition, the merger agreement requires each of Delaware Sub and Pride to pay a fee of $50 million in certain circumstances where the merger agreement is terminated by a party and the $260 million termination fee is not then payable to the other party, such as a failure to obtain shareholder approval under certain circumstances. See “The Merger Agreement — Termination Fees” beginning on page 128. |
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Q: | Does Pride intend to hold a 2011 annual meeting of stockholders? |
A: | In light of the special meeting, Pride has cancelled the 2011 annual meeting of stockholders scheduled for May 19, 2011, and the 2011 annual meeting may not be held if the merger is completed in 2011. If the merger agreement is terminated or the proposal to adopt the merger agreement is not approved by Pride stockholders at the Pride special meeting, Pride intends to call an annual meeting of stockholders promptly thereafter. For a description of the procedures for submitting stockholder proposals to be included in the proxy materials for Pride’s 2011 annual meeting of stockholders, if held, see “Shareholder Proposals — Pride 2011 Annual Stockholder Meeting and Stockholder Proposals” beginning on page 191. |
Q: | Are there risks associated with the merger that I should consider in deciding how to vote? |
A: | Yes. There are a number of risks related to the merger that are discussed in this joint proxy statement/prospectus and in other documents incorporated by reference. You should read carefully the detailed description of the risks associated with the merger and the operations of Ensco after the merger described in “Risk Factors” beginning on page 28. |
Q: | If I am a Pride stockholder, should I send in my stock certificates with my proxy card? |
A: | NO. PleaseDO NOTsend your Pride stock certificates with your proxy card. If the merger is approved, you will be sent written instructions for exchanging your stock certificates. |
Q: | Are Pride stockholders entitled to appraisal rights? |
A: | Yes. Holders of Pride common stock who do not vote in favor of the merger and who properly demand appraisal of their shares will be entitled to exercise appraisal rights in connection with the merger, and, if such rights are properly demanded and perfected and not withdrawn or lost and the merger is completed, such stockholders will be entitled to obtain payment for the judicially determined fair value of their shares of Pride common stock. For a detailed description of the exercise of appraisal rights, see “Appraisal Rights” beginning on page 130. |
Q: | How does the Ensco board of directors recommend that Ensco shareholders vote? |
A: | The Ensco board of directors has unanimously determined that the execution and delivery of the merger agreement is advisable and the transactions contemplated by the merger agreement, including the issuance and delivery of Ensco ADSs pursuant to the merger agreement, are in the best interests of Ensco and unanimously recommends that Ensco shareholders vote “FOR” the proposal to approve the issuance and delivery of Ensco ADSs pursuant to the merger agreement.For a more complete description of the recommendation of the Ensco board of directors, see “The Merger — Recommendation of the Ensco Board of Directors and Its Reasons for the Merger” beginning on page 63. |
Q: | How does the Pride board of directors recommend that Pride stockholders vote? |
A: | The Pride board of directors has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of Pride and its stockholders and unanimously recommends that Pride stockholders vote “FOR” the proposal to adopt the merger agreement and “FOR” any proposal to adjourn the special meeting if necessary to solicit additional proxies. For a more complete description of the recommendation of the Pride board of directors, see “The Merger — Recommendation of the Pride Board of Directors and Its Reasons for the Merger” beginning on page 66. |
Q: | How will Ensco shareholders be affected by the merger and share issuance? |
A: | After the merger, each Ensco shareholder will have the same number of Class A ordinary shares represented by Ensco ADSs that the shareholder held immediately prior to the merger. However, because Ensco will be delivering new Ensco ADSs to Pride stockholders in the merger, each outstanding Class A ordinary share represented by an Ensco ADS immediately prior to the merger will represent a smaller percentage of the aggregate number of Class A ordinary shares outstanding after the merger. As a result of the merger, each Ensco shareholder will own shares in a larger company with more assets and more outstanding shares. |
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Q: | What do I need to do now? |
A: | After you have carefully read this joint proxy statement/prospectus, please respond by completing, signing and dating your proxy card or voting instruction card, as applicable and returning it in the enclosed postage-paid envelope or, if available, by submitting your proxy or voting instructions by telephone or through the Internet as soon as possible so that the Class A ordinary shares represented by your Ensco ADSs or your shares of Pride common stock will be represented and voted at the Ensco general meeting or Pride special meeting, as applicable. |
Q: | How will my Ensco ADSs be voted? |
A: | If you are a holder of record of Ensco ADSs, your name will appear on the register of Citibank as the ADS depositary, and Citibank, N.A. (London Branch) (or its nominee), as the registered holder of the Class A ordinary shares underlying your Ensco ADSs, will, insofar as practicable and permitted under applicable law, the provisions of the deposit agreement and the Ensco Articles of Association, vote the Class A ordinary shares underlying your Ensco ADSs in accordance with your voting instructions. |
Q: | How will my shares of Pride common stock be voted? |
A: | All shares of Pride common stock entitled to vote and represented by properly completed proxies received prior to the Pride special meeting, and not revoked, will be voted at the Pride special meeting as |
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instructed on the proxies.If you properly complete, sign and return a proxy card, but do not indicate how your shares of Pride common stock should be voted on a matter, the shares of Pride common stock represented by your proxy will be voted as the Pride board of directors recommends and, therefore, “FOR” the adoption of the merger agreement and “FOR” any proposal to adjourn the special meeting if necessary to solicit additional proxies. |
Q: | What if I am a “street name” holder of Ensco ADSs or shares of Pride common stock? |
A: | If you are a “street name” holder of Ensco ADSs or shares of Pride common stock, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your bank or broker. Please note that you may not vote shares held in street name by returning a proxy card or voting instruction directly to Ensco or Pride or by voting in person at the respective general or special meetings unless you provide a “legal proxy,” which you must obtain from your bank or broker. |
Q: | When do holders of record and “street name” holders of Ensco ADSs have to submit their voting instructions to the ADS depositary? |
A: | Voting instructions must be received by the ADS depositary by 11:59 p.m. New York City time on May 15, 2011 for employees and directors holding shares in Ensco benefit plans, and on May 18, 2011 for all other holders (the “ADS voting cutoff time”). |
Q: | Can I revoke my proxy or voting instructions or change my vote after I have delivered my proxy or voting instructions? |
A: | Yes. |
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• | sending a written notice of revocation to the ADS depositaryc/o Broadridge that must be received before the ADS voting cutoff time, stating that you revoke your voting instructions; | |
• | signing and submitting a later-dated voting instruction card that must be received by the ADS depositaryc/o Broadridge before the ADS voting cutoff time in accordance with the instructions included in the voting instruction card; or | |
• | if you voted electronically, by returning towww.proxyvote.com and changing your vote before the ADS voting cutoff time. Follow the same voting process, and your original vote will be superseded. |
• | by sending a written notice to the Company Secretary of Ensco at the address set forth below, in time to be received before the Ensco general meeting, stating that you would like to revoke your proxy; | |
• | by completing, signing and dating another proxy card and returning it by mail in time to be received before the Ensco general meeting, or by submitting a later dated proxy by the Internet in which case your later-submitted proxy will be recorded and your earlier proxy revoked; or | |
• | by attending the meeting and voting in person. Simply attending the Ensco general meeting without voting will not revoke your proxy or change your vote. |
• | by sending a written notice to the Secretary of Pride at the address set forth on the Pride notice of special meeting, in time to be received before the Pride special meeting, stating that you would like to revoke your proxy; | |
• | by completing, signing and dating another proxy card and returning it by mail in time to be received before the Pride special meeting, or by submitting a later dated proxy via the Internet or telephone in which case your later-submitted proxy will be recorded and your earlier proxy revoked; or | |
• | by attending the meeting and voting in person. Simply attending the Pride special meeting without voting will not revoke your proxy or change your vote. |
Q: | What should I do if I receive more than one set of voting materials for the Ensco general meeting or the Pride special meeting? |
A: | You may receive more than one set of materials for the Ensco general meeting or the Pride special meeting, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your Ensco ADSs or Pride common stock in more than one brokerage account, you will receive a separate proxy or voting instruction card for each brokerage account in which you hold Ensco ADSs or Pride common stock. If you are a holder of record and your Ensco ADSs or Pride common stock are registered in more than one name, you will receive more than one proxy or voting instruction card. Please complete, sign, date and return each proxy card and voting instruction card that you receive. |
Q: | What happens if I hold both Ensco ADSs and shares of Pride common stock? |
A: | You will receive separate proxy or voting instruction cards for each company and must complete, sign and date each proxy or voting instruction card and return each proxy or voting instruction card in the appropriate postage-paid envelope or, if available, by submitting a proxy or voting instructions by telephone or through the Internet for each company. |
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Q: | Who can answer my questions? |
A: | If you have any questions about the merger or how to submit your proxy or voting instructions, or if you need additional copies of this joint proxy statement/prospectus, the enclosed proxy or voting instructions card, you should contact: |
If you are an Ensco shareholder: | If you are a Pride stockholder: | |
Proxy Solicitor: D.F. King & Co., Inc. 48 Wall Street, 22nd Floor New York, New York 10005 Shareholders Call Toll-Free at: 1-800-859-8509 Banks and Brokers Call Collect at: 1-212-269-5550 Email: ensco@dfking.com | Proxy Solicitor: Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, NY 10022 Shareholders Call Toll-Free at: (877) 825-8772 Banks and Brokers Call Collect at: (212) 750-5833 |
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• | Pride’s long-term incentive plans and applicable employment and award agreements generally provide for vesting of outstanding equity awards upon consummation of the merger; | |
• | Pride’s executive officer employment agreements provide severance and other benefits in the case of qualifying terminations of employment in connection with or following the merger; | |
• | Pride’s annual incentive plan provides for a payment of the pro-rated maximum bonus for the year in which the merger is completed; and | |
• | certain of Pride’s executive officers participate in the Pride Supplemental Executive Retirement Plan, which provides for a lump sum cash payment in the event of termination of employment within two years after a change in control, including the merger; further, upon termination in certain circumstances, the executive and his spouse are entitled to retiree medical and dental benefits. |
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• | the approval by Ensco shareholders of the issuance and delivery of the Ensco ADSs pursuant to the merger agreement; | |
• | the adoption of the merger agreement by Pride stockholders; | |
• | the expiration or termination of the waiting period (and any extension thereof) applicable to the consummation of the merger under the HSR Act (which was satisfied on March 30, 2011); | |
• | the absence of (a) any pending or threatened in writing claim, proceeding or action by an agency of the government of the United States seeking to restrain, prohibit or rescind any transactions contemplated by the merger agreement as an actual or threatened violation of any antitrust law or seeking to penalize a party for completing any such transaction and (b) any final or preliminary administrative order that remains in effect denying approval of or prohibiting the merger issued by a governmental entity with jurisdiction to enforce any applicablenon-U.S. antitrust laws of a specified jurisdiction, in each case which is reasonably likely to require any competition actions, which are described in “The Merger Agreement — Additional Agreements — Efforts Related to Consents and Approvals of Governmental Entities and Third Parties”; | |
• | the absence of any decree, order or injunction of a U.S. ornon-U.S. court of competent jurisdiction prohibiting the merger; | |
• | the effectiveness of theForm S-4 registration statement, of which this joint proxy statement/prospectus is a part, the effectiveness of aForm F-6 registration statement with respect to the Ensco ADSs, the absence of any stop order suspending the effectiveness of theForm S-4 orForm F-6, and the U.K. Listing Authority having approved a prospectus for residents of the United Kingdom, if such prospectus is required; | |
• | the approval for listing on the NYSE of the Ensco ADSs to be delivered to the Pride stockholders pursuant to the merger agreement, subject to official notice of issuance; and | |
• | the performance in all material respects of the covenants and agreements in the merger agreement by Ensco, Merger Sub, Delaware Sub and Pride, and the accuracy of the representations and warranties in |
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the merger agreement of Ensco, Merger Sub, Delaware Sub and Pride, subject to the material adverse effect standard described below, with specified exceptions. |
• | by mutual written consent of Ensco and Pride; |
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• | by either Ensco or Pride if: |
• | the merger is not completed on or before February 3, 2012 (subject to certain exceptions in connection with the performance of obligations under the merger agreement); | |
• | the Pride stockholders fail to adopt the merger agreement at the Pride special meeting, except that Pride will not be able to terminate the merger agreement if the failure to obtain stockholder approval is proximately caused by certain Pride breaches of the merger agreement; or | |
• | the Ensco shareholders fail to approve the issuance and delivery of Ensco ADSs pursuant to the merger agreement at the Ensco general meeting, except that Ensco will not be able to terminate the merger agreement if the failure to obtain shareholder approval is proximately caused by certain Ensco breaches of the merger agreement; | |
• | any injunction, order or decree of a court of competent jurisdiction or a governmental entity prohibiting or permanently enjoining the closing of the merger is in effect and has become final and nonappealable, provided that the party seeking to terminate the merger agreement shall have used its reasonable best efforts to remove such injunction, order or decree; |
• | by Pride if: |
• | Ensco, Delaware Sub or Merger Sub has breached or failed to perform its representations, warranties, covenants or other agreements in the merger agreement, which would give rise to the failure of a condition to Pride’s obligation to close the merger and is incapable of being cured prior to the termination date or is not cured by Ensco within 30 days following notice from Pride; | |
• | prior to the adoption by Pride stockholders of the merger agreement, the Pride board of directors has received a competing superior proposal and has not violated the no solicitation provisions of the merger agreement with respect to such proposal, and Pride terminates the merger agreement in accordance with its terms (including considering any adjustments proposed by Ensco to amend the merger agreement during the three business day notice period prior to such termination and payment of the termination fee described below); or | |
• | the Ensco board of directors withdraws or adversely changes its recommendation to its shareholders. |
• | by Ensco if: |
• | Pride has breached or failed to perform its representations, warranties, covenants or other agreements in the merger agreement, which would give rise to the failure of a condition to Ensco’s obligation to close the merger and is incapable of being cured prior to the termination date or is not cured by Pride within 30 days following notice from Ensco; | |
• | prior to the approval by Ensco shareholders of the issuance and delivery of Ensco ADSs pursuant to the merger agreement, the Ensco board of directors has received a competing superior proposal and Ensco terminates the merger agreement in accordance with its terms (including considering any adjustments proposed by Pride to amend the merger agreement during the three business day notice period prior to such termination and payment of the termination fee described below); or | |
• | the Pride board of directors withdraws or adversely changes its recommendation to its stockholders. |
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Year Ended December 31, | ||||||||||||||||||||
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
(In millions, except per share amounts) | ||||||||||||||||||||
Statement of Income Data | ||||||||||||||||||||
Revenues | $ | 1,696.8 | $ | 1,888.9 | $ | 2,242.6 | $ | 1,899.3 | $ | 1,632.6 | ||||||||||
Operating expenses | ||||||||||||||||||||
Contract drilling (exclusive of depreciation) | 768.1 | 709.0 | 736.3 | 613.4 | 519.8 | |||||||||||||||
Depreciation | 216.3 | 189.5 | 172.6 | 165.5 | 155.0 | |||||||||||||||
General and administrative | 86.1 | 64.0 | 53.8 | 59.5 | 44.6 | |||||||||||||||
Operating income | 626.3 | 926.4 | 1,279.9 | 1,060.9 | 913.2 | |||||||||||||||
Other income (expense), net | 18.2 | 8.8 | (4.2 | ) | 37.8 | (5.9 | ) | |||||||||||||
Provision for income taxes | 96.0 | 180.0 | 222.4 | 235.1 | 225.7 | |||||||||||||||
Income from continuing operations | 548.5 | 755.2 | 1,053.3 | 863.6 | 681.6 | |||||||||||||||
Income from discontinued operations, net | 37.4 | 29.3 | 103.4 | 135.3 | 93.6 | |||||||||||||||
Cumulative effect of accounting change, net | — | — | — | — | .6 | |||||||||||||||
Net income | 585.9 | 784.5 | 1,156.7 | 998.9 | 775.8 | |||||||||||||||
Net income attributable to noncontrolling interests | (6.4 | ) | (5.1 | ) | (5.9 | ) | (6.9 | ) | (6.1 | ) | ||||||||||
Net income attributable to Ensco | $ | 579.5 | $ | 779.4 | $ | 1,150.8 | $ | 992.0 | $ | 769.7 | ||||||||||
Earnings per share — basic | ||||||||||||||||||||
Continuing operations | $ | 3.80 | $ | 5.28 | $ | 7.32 | $ | 5.80 | $ | 4.42 | ||||||||||
Discontinued operations | .26 | .20 | .72 | .91 | .61 | |||||||||||||||
$ | 4.06 | $ | 5.48 | $ | 8.04 | $ | 6.71 | $ | 5.03 | |||||||||||
Earnings per share — diluted | ||||||||||||||||||||
Continuing operations | $ | 3.80 | $ | 5.28 | $ | 7.31 | $ | 5.78 | $ | 4.40 | ||||||||||
Discontinued operations | .26 | .20 | .71 | .91 | .61 | |||||||||||||||
$ | 4.06 | $ | 5.48 | $ | 8.02 | $ | 6.69 | $ | 5.01 | |||||||||||
Net income attributable to Ensco shares | ||||||||||||||||||||
Basic | $ | 572.1 | $ | 769.7 | $ | 1,138.2 | $ | 984.7 | $ | 765.4 | ||||||||||
Diluted | $ | 572.1 | $ | 769.7 | $ | 1,138.2 | $ | 984.7 | $ | 765.4 | ||||||||||
Weighted-average shares outstanding | ||||||||||||||||||||
Basic | 141.0 | 140.4 | 141.6 | 146.7 | 152.2 | |||||||||||||||
Diluted | 141.0 | 140.5 | 141.9 | 147.2 | 152.8 | |||||||||||||||
Cash dividends per share | $ | 1.075 | $ | .10 | $ | .10 | $ | .10 | $ | .10 | ||||||||||
As of December 31, | ||||||||||||||||||||
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
Balance Sheet Data | ||||||||||||||||||||
Working capital | $ | 1,087.7 | $ | 1,167.9 | $ | 973.0 | $ | 625.8 | $ | 602.3 | ||||||||||
Total assets | 7,051.5 | 6,747.2 | 5,830.1 | 4,968.8 | 4,334.4 | |||||||||||||||
Long-term debt, net of current portion | 240.1 | 257.2 | 274.3 | 291.4 | 308.5 | |||||||||||||||
Ensco shareholders’ equity | 5,959.5 | 5,499.2 | 4,676.9 | 3,752.0 | 3,216.0 |
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Year Ended December 31, | ||||||||||||||||||||
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
(In millions, except per share amounts) | ||||||||||||||||||||
Statement of Operations Data: | ||||||||||||||||||||
Revenues, excluding reimbursable revenues | $ | 1,431.5 | $ | 1,563.5 | $ | 1,664.7 | $ | 1,294.2 | $ | 885.9 | ||||||||||
Reimbursable revenues | 28.6 | 30.7 | 37.9 | 34.8 | 22.7 | |||||||||||||||
Operating costs, excluding depreciation and amortization | 871.9 | 828.3 | 766.5 | 618.6 | 587.9 | |||||||||||||||
Reimbursable costs | 24.9 | 27.3 | 34.9 | 30.8 | 19.4 | |||||||||||||||
Depreciation and amortization | 184.0 | 159.0 | 147.3 | 153.1 | 129.4 | |||||||||||||||
General and administrative, excluding depreciation and amortization | 103.9 | 110.5 | 126.7 | 138.1 | 105.8 | |||||||||||||||
Department of Justice and Securities and Exchange Commission fines | — | 56.2 | — | — | — | |||||||||||||||
Loss(gain) on sales of assets, net | 0.2 | (0.4 | ) | 0.1 | (29.8 | ) | (27.9 | ) | ||||||||||||
Earnings from operations | 275.2 | 413.3 | 627.1 | 418.2 | 94.0 | |||||||||||||||
Interest expense, net of amounts capitalized | (13.4 | ) | (0.1 | ) | (20.0 | ) | (83.1 | ) | (89.0 | ) | ||||||||||
Refinancing charges | (16.7 | ) | — | (2.3 | ) | — | — | |||||||||||||
Interest income | 2.9 | 3.0 | 16.8 | 14.3 | 4.2 | |||||||||||||||
Other income(expense), net | 4.0 | (4.1 | ) | 20.6 | (2.7 | ) | 2.5 | |||||||||||||
Income from continuing operations before income taxes | 252.0 | 412.1 | 642.2 | 346.7 | 11.7 | |||||||||||||||
Income taxes | (8.6 | ) | (71.8 | ) | (133.5 | ) | (86.9 | ) | (13.0 | ) | ||||||||||
Income (loss) from continuing operations, net of tax | $ | 243.4 | $ | 340.3 | $ | 508.7 | $ | 259.8 | $ | (1.3 | ) | |||||||||
Income (loss) from continuing operations per share: | ||||||||||||||||||||
Basic | $ | 1.37 | $ | 1.93 | $ | 2.95 | $ | 1.54 | $ | (0.03 | ) | |||||||||
Diluted | $ | 1.37 | $ | 1.92 | $ | 2.89 | $ | 1.51 | $ | (0.03 | ) | |||||||||
Shares used in per share calculations: | ||||||||||||||||||||
Basic | 175.6 | 173.7 | 170.6 | 165.6 | 162.8 | |||||||||||||||
Diluted | 176.2 | 174.0 | 175.2 | 178.1 | 162.8 |
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As of December 31, | ||||||||||||||||||||
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
(In millions) | ||||||||||||||||||||
Balance Sheet Data: | ||||||||||||||||||||
Working capital | $ | 463.1 | $ | 661.8 | $ | 849.6 | $ | 888.0 | $ | 293.1 | ||||||||||
Property and equipment, net | 5,961.2 | 4,890.3 | 4,592.9 | 4,021.4 | 4,000.3 | |||||||||||||||
Total assets | 6,871.7 | 6,142.9 | 6,069.0 | 5,615.6 | 5,097.6 | |||||||||||||||
Long-term debt, net of current portion | 1,833.4 | 1,161.7 | 692.9 | 1,111.9 | 1,280.2 | |||||||||||||||
Stockholders’ equity | 4,516.3 | 4,257.8 | 4,400.0 | 3,474.0 | 2,643.5 |
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Year Ended | ||||
December 31, 2010 | ||||
(In millions, | ||||
except per share data) | ||||
Pro Forma Condensed Combined Statement of Income Data: | ||||
Revenues | $ | 3,205 | ||
Contract drilling expense | 1,665 | |||
Gross profit(1) | 1,109 | |||
Income from continuing operations | 774 | |||
Diluted earnings per share from continuing operations | $ | 3.35 |
(1) | Represents operating revenues less contract drilling expense and depreciation expense. |
As of | ||||
December 31, 2010 | ||||
(In millions) | ||||
Pro Forma Condensed Combined Balance Sheet Data: | ||||
Working capital | $ | 982 | ||
Total assets | 17,628 | |||
Long-term debt, net of current portion | 4,844 | |||
Shareholders’ equity | 10,630 |
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Pride | ||||||||||||||||
Ensco | Pro Forma | |||||||||||||||
Pro Forma | Combined | |||||||||||||||
Historical | Combined | Historical | Equivalent(1) | |||||||||||||
Basic earnings per share from continuing operations | $ | 3.80 | $ | 3.36 | $ | 1.37 | $ | 1.61 | ||||||||
Diluted earnings per share from continuing operations | 3.80 | 3.35 | 1.37 | 1.60 | ||||||||||||
Book value per share at period end(2) | 41.68 | 46.42 | 25.69 | 22.18 | ||||||||||||
Cash dividends declared per share | 1.075 | NA | — | NA |
(1) | Pride pro forma combined equivalent data are calculated by multiplying the combined pro forma amounts by the stock exchange ratio of 0.4778. This calculation does not take into account the $15.60 cash portion of the merger consideration. | |
(2) | Historical book value per share is computed by dividing shareholders’ equity by the number of Ensco ADSs or Pride common shares outstanding. Ensco pro forma book value per share is computed by dividing pro forma shareholders’ equity by the pro forma number of Ensco ADSs outstanding. |
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Ensco | Pride | Equivalent Per Share of | ||||||||||
ADSs | Common Stock | Pride Common Stock | ||||||||||
February 4, 2011 | $ | 54.41 | $ | 34.39 | $ | 41.60 | ||||||
April 21, 2011 | 58.27 | 43.19 | 43.44 |
Ensco Common Stock /ADSs | ||||||||||||
Cash Dividends | ||||||||||||
High | Low | Declared | ||||||||||
Fiscal Year Ended December 31, 2011 | ||||||||||||
Second Quarter (through April 21, 2011) | $ | 59.90 | $ | 54.54 | $ | — | (1) | |||||
First Quarter | 59.61 | 49.70 | 0.35 | |||||||||
Fiscal Year Ended December 31, 2010 | ||||||||||||
Fourth Quarter | 53.93 | 43.08 | 0.35 | |||||||||
Third Quarter | 47.28 | 38.91 | 0.35 | |||||||||
Second Quarter | 52.32 | 33.33 | 0.35 | |||||||||
First Quarter | 46.98 | 37.45 | 0.025 | |||||||||
Fiscal Year Ended December 31, 2009 | ||||||||||||
Fourth Quarter | 51.30 | 39.73 | 0.025 | |||||||||
Third Quarter | 43.14 | 32.26 | 0.025 | |||||||||
Second Quarter | 42.47 | 25.05 | 0.025 | |||||||||
First Quarter | 32.37 | 22.04 | 0.025 |
(1) | As of April 21, 2011, the Ensco board of directors had not yet declared its regular quarterly cash dividend of $0.35 per share for the second quarter 2011. |
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Pride Common Stock | ||||||||||||
Cash Dividends | ||||||||||||
High | Low | Declared | ||||||||||
Fiscal Year Ended December 31, 2011 | ||||||||||||
Second Quarter (through April 21, 2011) | $ | 44.00 | $ | 41.38 | $ | — | ||||||
First Quarter | 43.78 | 31.07 | — | |||||||||
Fiscal Year Ended December 31, 2010 | ||||||||||||
Fourth Quarter | 33.72 | 29.31 | — | |||||||||
Third Quarter | 30.45 | 21.62 | — | |||||||||
Second Quarter | 33.52 | 21.51 | — | |||||||||
First Quarter | 34.36 | 27.12 | — | |||||||||
Fiscal Year Ended December 31, 2009 | ||||||||||||
Fourth Quarter | 34.67 | 28.31 | — | |||||||||
Third Quarter | 32.01 | 22.29 | — | |||||||||
Second Quarter | 27.11 | 17.10 | — | |||||||||
First Quarter | 20.90 | 14.40 | — |
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• | market reaction to the announcement of the merger and market assessment of the likelihood of the merger being consummated; | |
• | changes in the respective businesses, operations or prospects of Ensco or Pride, including Ensco’s and Pride’s ability to meet earnings estimates; | |
• | governmental or litigation developments or regulatory considerations affecting Ensco or Pride in particular or the offshore drilling industry in general; | |
• | general business, market, industry or economic conditions; | |
• | the worldwide supply/demand balance for oil and gas and the prevailing commodity price environment; | |
• | the level of drilling and contracting activity of customers of Ensco and Pride; and | |
• | other factors beyond the control of Ensco and Pride, including those described elsewhere in this “Risk Factors” section. |
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• | Pride’s long-term incentive plans and applicable employment and award agreements generally provide for vesting of outstanding equity awards upon consummation of the merger; | |
• | Pride’s executive officer employment agreements provide severance and other benefits in the case of qualifying terminations of employment in connection with or following the merger; | |
• | Pride’s annual incentive plan provides for a payment of the pro-rated maximum bonus for the year in which the merger is completed; and | |
• | certain of Pride’s executive officers participate in the Pride Supplemental Executive Retirement Plan, which provides for a lump sum cash payment in the event of termination of employment within two years after a change in control, including the merger; further, upon termination in certain circumstances, the executive and his spouse are entitled to retiree medical and dental benefits. |
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• | having to pay certain significant costs relating to the merger, including in certain circumstances a termination fee of $260 million or $50 million as described in “The Merger Agreement — Termination Fees;” | |
• | negative reactions from the financial markets, including declines in the price of Pride common stock or Ensco ADSs due to the fact that current prices may reflect a market assumption that the merger will be completed; |
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• | the attention of management of Ensco and Pride will have been diverted to the merger rather than each company’s own operations and pursuit of other opportunities that could have been beneficial to that company; and | |
• | resulting negative customer perception could adversely affect the ability of Ensco and Pride to compete for, or to win, new and renewal business in the marketplace. |
• | demand for oil and natural gas; | |
• | the ability of OPEC to set and maintain production levels and pricing; | |
• | the level of production by non-OPEC countries; | |
• | U.S. andnon-U.S. tax policy; | |
• | laws and government regulations that limit, restrict or prohibit exploration and development of oil and natural gas in various jurisdictions; | |
• | advances in exploration and development technology; | |
• | disruption to exploration and development activities due to hurricanes and other severe weather conditions and the risk thereof; | |
• | the worldwide military or political environment, including uncertainty or instability resulting from civil unrest, political demonstrations, mass strikes or an escalation or additional outbreak of armed hostilities or other crises in oil or natural gas producing areas of the Middle East, North Africa or other geographic areas in which the combined company may operate, or acts of terrorism; and | |
• | global economic conditions. |
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• | projected operating or financial results, including any accretion/dilution to earnings and cash flow; | |
• | the ability to integrate the operations of Ensco and Pride as contemplated; | |
• | the amount and timing of any cost savings, synergies or operational or administrative efficiencies expected to result from the merger; | |
• | the ability of each of Pride and Ensco to satisfy the conditions to closing of the merger; | |
• | Ensco’s plans to obtain additional financing after the transaction; | |
• | prospects for our services and expected activity in our areas of operations; | |
• | the effects of competition in our areas of operations; | |
• | the outlook of oil and gas prices; | |
• | the current economic conditions and expected trends in the industry we serve; | |
• | the amount, nature and timing of capital expenditures, including future development costs, and availability of capital resources to fund the merger and subsequent capital expenditures; |
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• | the various risks and other factors considered by the respective boards of Ensco and Pride as described under “The Merger — Recommendation of the Ensco Board of Directors and Its Reasons for the Merger” and under “The Merger — Recommendation of the Pride Board of Directors and Its Reasons for the Merger”; | |
• | the impact of political and regulatory developments in general and in the U.S. Gulf of Mexico in particular; | |
• | future and pro forma financial condition or results of operations and future revenues and expenses; and | |
• | business strategy and other plans and objectives for future operations. |
• | the ability to consummate the merger, including the ability to resolve pending litigation seeking to prevent the merger; | |
• | conditions in the credit markets for additional borrowing capacity after the merger; | |
• | failure, difficulties and delays in obtaining regulatory clearances and approvals for the merger; | |
• | failure, difficulties and delays in achieving expected synergies and cost savings; | |
• | failure, difficulties and delays in meeting conditions required for closing set forth in the merger agreement; | |
• | general economic and business conditions; | |
• | prices of crude oil and natural gas and industry expectations about future prices; | |
• | ability to adequately staff rigs; | |
• | political stability in the countries in which the combined company will operate; | |
• | the business opportunities (or lack thereof) that may be presented to and pursued by the combined company; | |
• | cancellation or renegotiation of drilling contracts or payment or other delays, including acceptance testing delays, permit delays or defaults by customers; | |
• | unplanned downtime and repairs on rigs, particularly due to the age of some of the rigs; and | |
• | changes in laws and regulations. |
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• | that the merger would enhance Ensco’s asset base, customer opportunities and service offerings by creating the world’s second largest offshore drilling fleet, with 74 rigs spanning all of the strategic, high-growth markets around the globe; | |
• | that the merger would lead to future business opportunities in strategic, high-growth markets, particularly Brazil and West Africa, two of the fastest-growing deepwater markets in the world.; | |
• | that the addition of Pride’s assets would provide a substantial presence in deepwater drilling sector, with 21 deepwater drilling rigs, including seven rigs delivered since 2008 and another five rigs expected to be delivered between now and 2013, establishing the combined fleet as among the youngest and most capable in the industry; | |
• | that the merger would provide a complementary fleet composition, geographic scope and customer base; | |
• | that the merger would provide a combined estimated revenue backlog of approximately $10 billion; | |
• | that Ensco management expects the merger to result in meaningful cost savings and operational synergies, estimated to be in excess of $50 million per year in 2012 and beyond; | |
• | the merger is anticipated to be immediately accretive to Ensco’s earnings and cash flow; | |
• | the terms of the merger agreement, the structure of the transaction, including the conditions to each party’s obligation to complete the merger, and the ability of the Ensco board of directors to terminate the agreement under certain circumstances; | |
• | that the merger agreement provides that, under certain circumstances, Pride could be required to pay a termination fee of $260 million to Ensco and a fee of $50 million in other circumstances; | |
• | the ability of Ensco and Pride to complete the merger, including their ability to obtain the necessary regulatory approvals and their obligations in connection with obtaining those approvals; and | |
• | Deutsche Bank’s presentation to the Ensco board on February 5, 2011 and the oral opinion of Deutsche Bank to the Ensco board of directors on February 5, 2011, subsequently confirmed in a written opinion dated February 6, 2011, to the effect that, as of the date thereof and based on and subject to the assumptions, limitations, qualifications and conditions described therein, the merger consideration comprised of $15.60 in cash and 0.4778 Ensco ADSs, each whole ADS representing one Class A ordinary share, to be paid in respect of each share of Pride common stock was fair, from a financial point of view, to Ensco. The full text of Deutsche Bank’s written opinion, dated February 6, 2011, which sets forth, among other matters, the assumptions made, matters considered and limitations, qualifications and conditions on the review undertaken by Deutsche Bank in connection with the opinion, is attached as Annex B. Deutsche Bank’s opinion was addressed to, and for the use and benefit of, the Ensco board, does not address Ensco’s underlying business decision to engage in the merger, and is not a recommendation as to how any holder of Ensco ADSs or Class A ordinary shares should vote with respect to the merger. See “— Opinion of Deutsche Bank Securities Inc.” |
• | information concerning the financial condition, results of operations, prospects and businesses of Ensco and Pride provided by management of each of the companies, including the respective companies’ cash flows from operations, expected accretion to earnings and cash flow, recent performance of common stock and the ratio of Ensco ADSs price to Pride common stock price over various periods, as well as current industry, economic and market conditions; |
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• | the earnings per share, price to earnings multiples and other market factors of both Ensco and Pride; and | |
• | the results of Ensco’s business, legal and financial due diligence review of Pride. |
• | that there are significant risks inherent in combining and integrating two companies, including that the companies may not be successfully integrated or that the expected synergies from combining the two companies may not be realized, and that successful integration of the companies will require the dedication of significant management resources, which will temporarily detract attention from theday-to-day businesses of the combined company; | |
• | the effects on cash flows from operations and other financial measures under various modeling assumptions, and the uncertainties in timing and execution risk with respect to the anticipated benefits of the merger; | |
• | the need to obtain additional debt financing to be able to pay the cash component of the merger consideration and the lack of a financing condition in the merger agreement; | |
• | the negative effect on employee morale and cost of relocating the headquarters of its U.S. operations to be consolidated with Pride’s headquarters in Houston; | |
• | that the merger agreement provides that, in certain circumstances, Delaware Sub could be required to pay a termination fee of $260 million to Pride and a fee of $50 million in certain other circumstances; | |
• | that the merger might not be completed as a result of a failure to satisfy the conditions contained in the merger agreement, including failure to receive necessary regulatory approvals such as under the HSR Act; | |
• | the potential that certain institutional holders of shares of Pride common stock may not be permitted by their investment policies or may not otherwise want to hold ADSs of anon-U.S. company and would, as a result, sell the Ensco ADSs in the open market shortly after the closing of the merger, which may have a short-term, negative effect on the market prices of Ensco ADSs; | |
• | the possibility of losing key employees and skilled workers as a result of the merger and the expected consolidation of its U.S. headquarters in Houston; | |
• | the possibility of customer overlap or that key customers may choose not to do business with the combined company; and | |
• | other matters described under the caption “Risk Factors.” |
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• | The aggregate value and composition of the merger consideration to be received by Pride stockholders in the merger. | |
• | That the merger consideration with a value of $41.60 per share of Pride common stock, based upon the closing price of Ensco ADSs on February 4, 2011 (the last trading date before the date of the Pride board meeting), represented a premium of: |
• | 21% to the closing price of Pride common stock on the same date; and | |
• | 26%, 38% and 45% to the one-month, six-month and12-month average closing prices of Pride common stock. |
• | The potential stockholder value that might result from other alternatives available to Pride, including the alternative of remaining as an independent public company, considering, in particular, the potential for Pride stockholders to benefit from any future earnings growth of Pride and continued costs, risks and uncertainties associated with continuing to operate as a public company. | |
• | The belief of the Pride board of directors that the shared core values of the two companies, including those of safety, employee development, ethics, operational excellence and customer satisfaction, will assist in integration of the companies, enhance the reputation of the combined company as an “employer of choice” and its ability to attract, retain and develop a high quality workforce and enhance customer service going forward. | |
• | That the merger would enhance Pride’s assets, customer opportunities and service offerings by creating the world’s second largest and second youngest fleet of deepwater rigs, with 21 rigs and an average age of approximately seven years, and the second largest fleet of offshore drilling rigs, with 74 rigs spanning the world’s strategic, high-growth markets, including the largest active fleet of jackups, all independent leg design with many equipped with high specification features increasingly preferred by clients. | |
• | The diversity of the combined company’s assets, customers and geographic areas of operations. | |
• | The prospects of the combined company, including the value of critical mass and the potential for the combined company to have a stronger competitive position, greater opportunities for growth and an |
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enhanced ability to meet the increasingly stringent regulatory requirements worldwide than Pride would have operating independently in the offshore drilling industry, particularly given events related to the Macondo well incident. |
• | The board’s familiarity with, and understanding of, Pride’s business, assets, financial condition, results of operations, current business strategy and prospects. | |
• | The financial analyses presented by Goldman Sachs at the Pride board meeting held on February 6, 2011, and the oral opinion of that firm delivered to Pride’s board on that date, which was confirmed by delivery of a written opinion dated February 6, 2011, that, as of such date and based upon and subject to the limitations and assumptions set forth therein, the merger consideration to be received by the Pride stockholders (other than Ensco and its affiliates) pursuant to the merger agreement (which for purposes of this paragraph refers to the original merger agreement dated February 6, 2011) was fair, from a financial point of view, to such holders, as more fully described below under “— Opinion of Goldman, Sachs & Co.” The full text of the written opinion of Goldman Sachs, dated February 6, 2011, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C to this joint proxy statement/prospectus. | |
• | Information and discussions regarding Ensco’s business, assets, financial condition, results of operations, business plan, financial strategy, customer relationships, management and prospects, including the size and scale of the combined company and the expected pro forma effect of the merger on the combined company’s global rig fleet, potential customers, cost of capital, earnings, cost structure and capitalization, and the belief that the larger combined company would have more financial resources to pursue additional, meaningful growth while high-grading its fleet. | |
• | The possibility that the combined company would achieve a higher trading multiple than Pride as a stand-alone company and would be more attractive to a broader group of investors because of the size, competitive position, asset quality and worldwide presence of the combined company. | |
• | That the merger consideration is payable in cash and Ensco ADSs, providing Pride stockholders with the opportunity to participate in the equity value of the combined company following the merger while at the same time providing immediate value through the cash component of the merger consideration, with Pride stockholders expected to hold approximately 38% of the combined company’s ADSs outstanding immediately after the merger and two Pride directors bringing their experience to the combined company’s board. | |
• | That the merger agreement has no financing condition and the belief of the Pride board of directors, supported by the financing commitment letter, and established after consultation with Pride’s advisors regarding the terms and degree of conditionality of the financing commitment letter, that Ensco would be able to obtain the financing necessary to pay the cash portion of the merger consideration payable under the merger agreement. | |
• | The belief of the Pride board of directors that the merger represented superior value to Pride stockholders as compared with the potential stockholder value that might result from other strategic alternatives that might be available to Pride, including possible transactions with Seadrill, Company A, Company B, Company C, other industry participants with which Pride has had discussions and other potential acquirers, taking into account, among other matters, (1) indications of value proposed or suggested by such participants as compared with the value of the merger consideration, and the board’s view of the low likelihood that value superior to the merger consideration was achievable, (2) the history of discussions with such participants, (3) the likelihood that any of them would offer a transaction more advantageous to Pride stockholders than the merger, (4) the likelihood that an agreement could be reached regarding such an alternative transaction on a timely basis, the likelihood that any transaction agreed to would be consummated and the risk that pursuing such an alternative transaction would render a transaction with Ensco unavailable, (5) the risks to Pride if such an |
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alternative transaction was not agreed to or not consummated, (6) the possible detrimental effects of public disclosure of Pride’s exploring possible business combination transactions and (7) the following: |
• | Information and discussions regarding Seadrill’s business, assets, financial condition, leverage, results of operations, financial strategy, customer relationships, management and prospects, as well as the status, nature and uncertainty of Pride’s discussions with Seadrill, including consideration of the matters with respect to Seadrill described under “— Background of the Merger” above, and discussions with respect to the relative value of Seadrill equity compared with Ensco equity and the equity of other offshore drillers. | |
• | Consideration of the analyses presented to the Pride board regarding Company A, Company B, Company C, other industry participants with which Pride has had discussions and the potential for other interested acquirers and the substance of the discussions with Company A, Company B, Company C and such other industry participants. |
• | That Ensco is headquartered in a jurisdiction that has a favorable tax regime and an extensive network of tax treaties, which can allow the combined company to achieve a global effective tax rate comparable to our competitors, and that Ensco is moving its U.S. headquarters to Houston from Dallas, thereby allowing the employees of Pride more easily to contribute to the success of the combined company. | |
• | That Ensco currently pays regular quarterly cash dividends on its Class A ordinary shares ($0.35 per share since the second quarter of 2010) while Pride does not currently pay a dividend and that, after the proposed transaction, Pride’s stockholders will be entitled to receive dividends, if any, paid by Ensco on its Class A ordinary shares. | |
• | The review by the Pride board of directors with its legal and financial advisors of the structure of the merger and the financial and other terms of the merger agreement, including the parties’ representations, warranties and covenants, the conditions to their respective obligations and the termination provisions, as well as the likelihood of consummation of the merger and the Pride board’s evaluation of the likely time period necessary to close the transaction. The Pride board of directors also considered the following specific aspects of the merger agreement: |
• | The combination of stock and cash consideration contemplated by the merger agreement. | |
• | Pride’s right to designate two current non-employee directors to the board of directors of Ensco. | |
• | The nature of the closing conditions included in the merger agreement, including the market, industry-related and other exceptions to the events that would constitute a material adverse effect on either Pride or Ensco for purposes of the agreement, as well as the likelihood of satisfaction of all conditions to the consummation of the merger. | |
• | Ensco’s agreement to use reasonable best efforts to obtain approvals of applicable antitrust and competition authorities, including disposing of assets and limiting the combined company’s freedom of action, except for such matters which, in the reasonable good faith judgment of both Ensco and Pride, are reasonably likely individually or in the aggregate to have a material adverse effect on either Ensco or Pride. | |
• | Pride’s right to engage in negotiations with, and provide information to, a third party that makes an unsolicited written acquisition proposal, if the Pride board of directors determines in good faith, after consultation with its legal and financial advisors, that such proposal constitutes or could reasonably be expected to result in a transaction that is superior to the merger. | |
• | Pride’s right to change its recommendation to vote in favor of the adoption of the merger agreement if it determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties, subject to certain conditions (including considering any adjustments to the merger agreement proposed by Ensco and payment to Ensco of a $260 million termination fee if Ensco |
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subsequently terminates the merger agreement under circumstances specified in the merger agreement). |
• | Pride’s right to terminate the merger agreement in order to accept a superior proposal, subject to certain conditions (including considering any adjustments to the merger agreement proposed by Ensco and payment to Ensco of a $260 million termination fee). | |
• | The obligations of Pride and Ensco to hold their respective stockholders and shareholders meetings even if their respective boards change their recommendation of the merger. | |
• | That termination fees of $260 million and $50 million, in each case, payable by Pride to Ensco under the circumstances specified in the merger agreement, were reasonable in the judgment of the Pride board of directors after consultation with its advisors. | |
• | The obligation of Delaware Sub to pay to Pride $260 million and $50 million termination fees under reciprocal circumstances. | |
• | The fact that Ensco’s obligation to close the merger is not subject to a financing condition or any condition related to the number of Pride stockholders seeking statutory appraisal rights. | |
• | The obligation of Ensco to use its reasonable best efforts to take all actions necessary to consummate the financing provided for in the bridge commitment letter and, if such financing is unavailable, to use its reasonable best efforts to arrange to obtain alternate financing for an equivalent amount of funds. | |
• | The requirement that Pride stockholder approval be obtained as a condition to consummation of the merger. |
• | That because the merger consideration is a fixed dollar amount and a fixed exchange ratio of Ensco ADSs to Pride common stock, Pride stockholders could be adversely affected by a decrease in the trading price of Ensco ADSs during the pendency of the merger and the fact that the merger agreement does not provide Pride with a price-based termination right or other similar protection. | |
• | That Ensco’s obligation to close the merger is conditioned on a vote of its shareholders. | |
• | That, while the merger is expected to be completed, there is no assurance that all conditions to the parties’ obligations to complete the merger will be satisfied or waived, and as a result, it is possible that the merger might not be completed even if approved by Pride’s stockholders and Ensco’s shareholders. | |
• | The restrictions on the conduct of Pride’s business prior to completion of the merger, requiring Pride to conduct its business only in the ordinary course, subject to specific limitations, which may delay or prevent Pride from undertaking business opportunities that may arise pending completion of the merger. | |
• | That the exchange of shares of Pride common stock for Ensco ADSs and cash generally will be a taxable transaction for U.S. federal income tax purposes. | |
• | The limitations imposed on Pride’s ability to solicit alternative transactions prior to closing or termination of the merger agreement, including the requirement to pay a $260 million termination fee in the event Pride accepts a superior proposal. | |
• | The transaction costs to be incurred in connection with the merger. | |
• | Risks of the type and nature described under “Risk Factors.” |
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• | reviewed the reported prices and trading activity for both the Ensco ADSs and Pride common stock; | |
• | compared certain financial and stock market information for Ensco and Pride with, to the extent publicly available, similar information for certain other companies it considered relevant whose securities are publicly traded; | |
• | to the extent publicly available, reviewed the financial terms of certain recent business combinations or acquisition transactions it deemed relevant; | |
• | reviewed the merger agreement; and | |
• | performed such other studies and analyses and considered such other factors as it deemed appropriate. |
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• | price as a premium to the closing price of Pride common stock on February 4, 2011; | |
• | price as a premium to the volume weighted average price (which we refer to as “VWAP”) of Pride common stock during the one month and three months ended February 4, 2011, respectively; and | |
• | total enterprise value (which we refer to as “TEV”) as a multiple of Wall Street consensus estimated earnings before interest, tax expense, depreciation and amortization (which we refer to as “EBITDA”) for 2010, 2011 and 2012, respectively. |
Premium to | ||||
2/4/2011 Close | 21.0 | % | ||
1-Month VWAP | 25.4 | % | ||
3-Month VWAP | 27.9 | % | ||
Implied Multiple of TEV to | ||||
2010E consensus EBITDA | 18.5 | x | ||
2011E consensus EBITDA | 10.6 | x | ||
2012E consensus EBITDA | 8.7 | x |
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• | Transocean Ltd. | |
• | Seadrill Limited | |
• | Noble Corporation | |
• | Diamond Offshore Drilling, Inc. | |
• | Fred Olsen Energy ASA | |
• | Atwood Oceanics, Inc. |
Price | TEV | TEV/EBITDA | ||||||||||||||||||
Company | at 2/4/2011 | (millions) | 2010E | 2011E | 2012E | |||||||||||||||
Transocean Ltd. | $ | 79.99 | $ | 33,925 | 7.4 | x | 7.1 | x | 7.0 | x | ||||||||||
Seadrill Limited | $ | 34.44 | $ | 23,306 | 11.1 | x | 9.0 | x | 8.5 | x | ||||||||||
Noble Corporation | $ | 37.60 | $ | 12,021 | 8.3 | x | 8.5 | x | 6.0 | x | ||||||||||
Diamond Offshore Drilling, Inc. | $ | 71.67 | $ | 10,475 | 5.9 | x | 6.0 | x | 6.5 | x | ||||||||||
Fred Olsen Energy ASA | $ | 45.09 | $ | 3,811 | 6.1 | x | 5.3 | x | 5.6 | x | ||||||||||
Atwood Oceanics, Inc. | $ | 40.80 | $ | 2,713 | 7.7 | x | 7.1 | x | 6.5 | x | ||||||||||
Median of Selected Companies | 7.6 | x | 7.1 | x | 6.5 | x | ||||||||||||||
Pride | $ | 34.39 | $ | 7.573 | 15.7 | x | 9.0 | x | 7.4 | x |
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Target | Premium to | |||||||||||||||||||
TEV | Prior Close | TEV/ | ||||||||||||||||||
Date Announced | Acquirer | Target | (millions) | 1-Day | 1-Month | FY+1 EBITDA | ||||||||||||||
Offshore Drilling Industry | ||||||||||||||||||||
06/27/2010 | Noble Corporation | FDR Holdings Limited | $ | 2,160 | — | — | 11.3 | x | ||||||||||||
07/07/2008 | China Oilfield Services Ltd. | Awilco Offshore ASA | $ | 3,794 | 19 | % | 18 | % | 13.9 | x | ||||||||||
04/22/2008 | DryShips Inc. | Ocean Rig ASA | $ | 1,331 | 29 | % | 25 | % | 15.7 | x | ||||||||||
01/02/2007 | Aban Offshore Ltd. | Sinvest ASA | $ | 1,327 | 35 | % | 7 | % | 8.0 | x | ||||||||||
01/09/2006 | Seadrill Limited | Smedvig ASA | $ | 3,021 | 22 | % | 52 | % | 12.7 | x | ||||||||||
05/15/2002 | ENSCO International Incorporated | Chiles Offshore Inc. | $ | 674 | 14 | % | 24 | % | 18.0 | x | ||||||||||
08/21/2000 | Transocean Sedco Forex Inc. | R&B Falcon Corporation | $ | 8,754 | 19 | % | 31 | % | 10.8 | x | ||||||||||
07/10/1997 | Falcon Drilling Company, Inc. | Reading & Bates Corporation | $ | 2,805 | 17 | % | 26 | % | 11.9 | x | ||||||||||
Mean of Selected Offshore Drilling Industry Transactions | — | 22 | % | 26 | % | 12.8 | x | |||||||||||||
Median of Selected Offshore Drilling Industry Transactions | — | 19 | % | 25 | % | 12.3 | x | |||||||||||||
Oilfield Service Industry | ||||||||||||||||||||
12/13/2010 | General Electric Company | Wellstream Holdings PLC | $ | 1,366 | 31 | % | 55 | % | — | |||||||||||
05/10/2010 | Seadrill Limited | Scorpion Offshore Limited | $ | 1,242 | 14 | % | 25 | % | — | |||||||||||
02/19/2010 | Schlumberger Limited | Smith International, Inc. | $ | 12,591 | 37 | % | 52 | % | — | |||||||||||
08/31/2009 | Baker Hughes Incorporated | BJ Services Company | $ | 5,530 | 16 | % | 26 | % | — | |||||||||||
06/02/2009 | Cameron International Corporation | NATCO Group Inc. | $ | 923 | 53 | % | 87 | % | — | |||||||||||
06/03/2008 | Smith International, Inc. | W-H Energy Services, Inc. | $ | 3,203 | 20 | % | 31 | % | — | |||||||||||
05/23/2008 | Umbrellastream Ltd | Expro International Group | $ | 3,820 | 74 | % | 73 | % | — | |||||||||||
PLC | ||||||||||||||||||||
12/17/2007 | National Oilwell Varco, Inc. | Grant Prideco, Inc. | $ | 7,238 | 22 | % | 23 | % | — | |||||||||||
03/19/2007 | Hercules Offshore, Inc. | TODCO | $ | 2,172 | 28 | % | 28 | % | — | |||||||||||
02/12/2007 | Tenaris S.A. | Hydril Company | $ | 2,017 | 17 | % | 40 | % | — | |||||||||||
Mean of Selected Oilfield Service Industry Transactions | — | 31 | % | 44 | % | — | ||||||||||||||
Median of Selected Oilfield Service Industry Transactions | — | 25 | % | 36 | % | — | ||||||||||||||
Mean of All Selected Transactions | — | 27 | % | 37 | % | — | ||||||||||||||
Median of All Selected Transactions | — | 22 | % | 28 | % | — |
• | Deutsche Bank calculated a range of the implied total enterprise value of Pride by applying multiples of total enterprise value to EBITDA ranging from 10.0x to 12.0x to Wall Street consensus estimates of Pride’s EBITDA for 2011. Deutsche Bank then subtracted from the total enterprise values Pride’s estimated net debt as of December 31, 2010 of approximately $1.379 billion and divided the results by the number of fully diluted shares of Pride common stock outstanding. This analysis resulted in a range of implied equity value per share of Pride common stock of $38.85 to $48.03 per share. | |
• | Deutsche Bank calculated a range of implied equity value per share of Pride common stock by applying premia ranging from 15% to 30% to the closing price of Pride common stock on February 4, 2011. |
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This analysis resulted in a range of implied equity value per share of Pride common stock ranging from $39.55 to $44.71 per share. |
• | Deutsche Bank calculated a range of implied equity value per share of Pride common stock by applying premia ranging from 25% to 40% to the volume weighted average price of Pride common stock for the one-month period ended February 4, 2011. This analysis resulted in a range of implied equity value per share of Pride common stock of $41.48 to $46.46 per share. |
• | Rowan Companies, Inc. | |
• | Vantage Drilling Company | |
• | Hercules Offshore, Inc. |
• | Transocean Ltd. | |
• | Seadrill Limited | |
• | Noble Corporation | |
• | Diamond Offshore Drilling, Inc. | |
• | Pride International, Inc. |
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• | Fred Olsen Energy ASA | |
• | Atwood Oceanics, Inc. |
Price at | TEV/EBITDA | |||||||||||||||||||
Company | 2/4/2011 | TEV | 2010E | 2011E | 2012E | |||||||||||||||
(millions) | ||||||||||||||||||||
Selected Jackup Companies: | ||||||||||||||||||||
Rowan Companies, Inc. | $ | 36.58 | $ | 5,440 | 9.0 | x | 8.5 | x | 6.2 | x | ||||||||||
Vantage Drilling Company | $ | 1.90 | $ | 1,608 | 18.4 | x | 6.7 | x | 6.1 | x | ||||||||||
Hercules Offshore, Inc. | $ | 3.49 | $ | 1,125 | 7.0 | x | 7.3 | x | 8.1 | x | ||||||||||
Median of Selected Jackup Companies | 9.0 | x | 7.3 | x | 6.2 | x | ||||||||||||||
Selected Floater Companies: | ||||||||||||||||||||
Transocean Ltd. | $ | 79.99 | $ | 33,925 | 7.4 | x | 7.1 | x | 7.0 | x | ||||||||||
Seadrill Limited | $ | 34.44 | $ | 23,306 | 11.1 | x | 9.0 | x | 8.5 | x | ||||||||||
Noble Corporation | $ | 37.60 | $ | 12,021 | 8.3 | x | 8.5 | x | 6.0 | x | ||||||||||
Diamond Offshore Drilling, Inc. | $ | 71.67 | $ | 10,475 | 5.9 | x | 6.0 | x | 6.5 | x | ||||||||||
Pride International, Inc. | $ | 34.39 | $ | 7,573 | 15.7 | x | 9.0 | x | 7.4 | x | ||||||||||
Fred Olsen Energy ASA | $ | 45.09 | $ | 3,811 | 6.1 | x | 5.3 | x | 5.6 | x | ||||||||||
Atwood Oceanics, Inc. | $ | 40.80 | $ | 2,713 | 7.7 | x | 7.1 | x | 6.5 | x | ||||||||||
Median of Selected Floater Companies | 7.7 | x | 7.1 | x | 6.5 | x | ||||||||||||||
Ensco | $ | 54.41 | $ | 7.003 | 8.6 | x | 7.7 | x | 6.1 | x |
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Accretion | ||||
Earnings Per Share | ||||
2011E | 18 | % | ||
2012E | 11 | % | ||
Cash Flow Per Share | ||||
2011E | 9 | % | ||
2012E | 12 | % |
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• | the merger agreement; | |
• | annual reports to stockholders and Annual Reports onForm 10-K of Pride and Ensco for the five years ended December 31, 2009; | |
• | certain interim reports to stockholders and Quarterly Reports onForm 10-Q of Pride and Ensco; | |
• | certain other communications from Pride and Ensco to their respective stockholders; | |
• | certain publicly available research analyst reports for Pride and Ensco; | |
• | certain internal financial analyses and forecasts for Ensco prepared by its management; | |
• | certain internal financial analyses and forecasts for Pride prepared by its management and certain financial analyses and forecasts for Ensco prepared by the management of Pride, including the Base Case Forecasts for each of Pride and Ensco (the “Base Case Forecasts”), in each case, as approved for Goldman Sachs’ use by Pride; and | |
• | certain cost savings and operating synergies projected by the management of Pride to result from the merger, as approved for Goldman Sachs’ use by Pride (the “Synergies”). |
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• | ratios of enterprise value (computed as market capitalization plus outstanding debt as of September 30, 2010 minus cash and cash equivalents as of September 30, 2010) to each of estimated calendar year 2011 and 2012 earnings before interest, taxes, depreciation and amortization ( “EBITDA”); | |
• | ratios of the share price to each of estimated calendar year 2011 and 2012 earnings per share; and | |
• | ratios of the share price to each of estimated calendar year 2011 and 2012 cash flow per share. |
Enterprise | Share Price/ | Share Price/Cash | ||||||||||||||||||||||
Value/EBITDA | Earnings Per Share | Flow Per Share | ||||||||||||||||||||||
2011E | 2012E | 2011E | 2012E | 2011E | 2012E | |||||||||||||||||||
Company | ||||||||||||||||||||||||
Pride | 8.9x | 7.4x | 12.8x | 10.7x | 8.4x | 7.1x | ||||||||||||||||||
(February 4, 2011 — IBES) | ||||||||||||||||||||||||
Pride | 8.5x | 7.5x | 11.9x | 10.7x | 8.2x | 7.4x | ||||||||||||||||||
(February 4, 2011 — Base Case Forecasts) | ||||||||||||||||||||||||
Pride | 10.5x | 8.7x | 15.5x | 13.0x | 10.2x | 8.6x | ||||||||||||||||||
(Merger Consideration — IBES) | ||||||||||||||||||||||||
Pride | 10.0x | 8.9x | 14.4x | 13.0x | 10.0x | 9.0x | ||||||||||||||||||
(Merger Consideration — Base Case Forecasts) | ||||||||||||||||||||||||
Ensco | ||||||||||||||||||||||||
Ensco (IBES) | 7.6x | 6.2x | 13.7x | 10.6x | 9.1x | 7.5x | ||||||||||||||||||
Ensco (Base Case) | 9.4x | 6.8x | 18.2x | 12.0x | 11.7x | 8.3x | ||||||||||||||||||
Selected Companies | ||||||||||||||||||||||||
Atwood Oceanics, Inc. (IBES) | 7.2x | 6.8x | 10.2x | 10.2x | 8.5x | 8.0x | ||||||||||||||||||
Diamond Offshore Drilling, Inc. (IBES) | 6.0x | 6.4x | 11.4x | 12.5x | 7.6x | 7.9x | ||||||||||||||||||
Noble Corporation (IBES) | 8.8x | 6.0x | 17.1x | 9.4x | 7.5x | 5.5x | ||||||||||||||||||
Rowan Companies, Inc. (IBES) | 8.3x | 5.9x | 16.6x | 11.1x | 9.4x | 6.7x | ||||||||||||||||||
Seadrill Limited (IBES) | 9.4x | 8.9x | 10.7x | 9.6x | 7.7x | 7.5x | ||||||||||||||||||
Transocean Ltd. (IBES) | 6.9x | 6.7x | 12.0x | 11.3x | 6.5x | 6.2x | ||||||||||||||||||
High | 9.4x | 8.9x | 17.1x | 12.5x | 9.4x | 8.0x | ||||||||||||||||||
Low | 6.0x | 5.9x | 10.2x | 9.4x | 6.5x | 5.5x |
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Implied Exchange Ratio | ||||
of Pride common stock | ||||
to Ensco ADSs | ||||
Time Period (up to February 4, 2011) | ||||
February 4, 2011 | 0.63x | |||
30-day Average | 0.62x | |||
60-day Average | 0.63x | |||
90-day Average | 0.64x | |||
1-year Average | 0.64x | |||
3-year Average | 0.61x | |||
5-year Average | 0.60x |
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Base Case | ||||||||
IBES | Forecasts | |||||||
Earnings Per Share | ||||||||
2011E | (26.6 | )% | (16.9 | )% | ||||
2012E | (8.9 | )% | (5.1 | )% | ||||
Cash Flow Per Share | ||||||||
2011E | 7.3 | % | 22.1 | % | ||||
2012E | 11.3 | % | 14.2 | % |
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• | contracted drilling rigs were estimated to continue at their contractual day rates through their firm contractual terms; | |
• | future day rates for uncontracted rigs or rigs coming off contract were assumed to be consistent with Ensco management estimates as derived from current market tenders and activity by rig type and geographic location; | |
• | utilization rates by rig type and geographic location were estimated based on current market trends; | |
• | drilling operations for ENSCO 8503 and ENSCO 8504 were estimated to commence during the first and fourth quarters of 2011; | |
• | ENSCO 7500 was estimated to be unutilized during the first half of the year as the rig is undergoing an enhancement project and estimated to return to near-full utilization in the third and fourth quarters of 2011; | |
• | future operating cost estimates on arig-by-rig basis were assumed to be consistent with historical cost information and management estimates by rig type and geographic location; | |
• | management estimated a substantial decline in professional fees over the prior year due to professional fees incurred during 2010 in connection with various reorganization efforts undertaken as a result of Ensco’s redomestication to the U.K. in December 2009; | |
• | capital expenditures for newbuild construction, rig enhancement projects and minor upgrades and improvements were generally consistent with management’s estimates that were disclosed in the Ensco Annual Report onForm 10-K for the year ended December 31, 2010; | |
• | management estimated there to be no significant legislative changes affecting the offshore drilling industry; | |
• | management estimated there to be no significant changes in prices of crude oil and natural gas that would affect demand for offshore drilling services; | |
• | management estimated there to be no significant changes in expected downtime and repairs on drilling rigs except as noted above; and | |
• | management estimated there to be no significant impact from pending litigation. |
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Year ended | ||||
December 31, | ||||
2011 | ||||
(in millions) | ||||
Operating revenues | $ | 1,745 | ||
Contract drilling expenses (exclusive of depreciation) | 836 | |||
Depreciation expense | 256 | |||
General and administrative expense | 75 | |||
Capital expenditures | 518 |
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• | near-term oil price in the range of $70 to $90 per barrel; | |
• | the resumption of deepwater drilling activity in the U.S. Gulf of Mexico; | |
• | incremental demand for newbuild ultra-deepwater rigs driven by pre-salt activity in deepwater offshore Brazil; | |
• | the continued growth in the demand for deepwater drilling services globally and a shift in customer demand to newer higher specification rigs; | |
• | increased regulatory requirements with respect to deepwater drilling activity, both domestically and internationally, and stronger contractual protections sought by customers; | |
• | no significant changes to expected downtime, maintenance and recertification procedures applicable to floating rigs and jackups; | |
• | operating costs generally expected to continue to increase 3-5% annually over the near term; | |
• | no material change to historical effective tax rates; | |
• | the reactivation of thePride South Seasin mid third quarter of 2011; and | |
• | the commencement of operations on full dayrate of theDeep Ocean Ascensionin early second quarter of 2011, theDeep Ocean Clarionin late first quarter of 2011 and theDeep Ocean Mendocinoin late second quarter of 2011. |
Year ended | ||||
December 31, | ||||
2011 | ||||
(in millions) | ||||
Operating revenues including reimbursable revenues | $ | 2,039 | ||
Operating costs, excluding depreciation and amortization | 1,057 | |||
General and administrative expense | 95 | |||
Capital expenditures | 1,159 |
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• | a lump sum cash payment equal to (i) two times (three times for Mr. Raspino and 1.5 times for Mr. Long) the executive’s annual base salary plus (ii) two times (three times for Mr. Raspino) the executive’s maximum bonus (1.5 times the target bonus for Mr. Long) under Pride’s annual incentive plan; | |
• | life, health and accident and disability insurance continuation, at a cost to the executive at no more than the active employee rates for such coverage, for a period of two years (three years for Mr. Raspino and 1.5 years for Mr. Long) or until similar benefits are received from another employer, whichever is earlier; and | |
• | immediate vesting of all equity awards, with options remaining outstanding until the later of two years after the change in control or 120 days after the executive officer’s termination, except for (i) Mr. Voegele, for whom such treatment is provided for in his equity award agreements, (ii) Mr. Raspino, whose options remain outstanding for their original term, and (iii) Mr. Long, whose options remain outstanding for 60 days after termination as provided in his equity award agreements. |
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• | with respect to Messrs. Raspino, Toufeeq, Voegele and Robert, the executive will receive from us a lump sum payment in an amount equal to the actuarial present value of an annual benefit of 50% of his final annual pay payable for his lifetime and commencing on the first to occur of his early retirement date or his normal retirement date; and | |
• | with respect to Messrs. Looser and Bane, in lieu of the lump sum benefit described above, the executive will receive from us a lump sum payment in an amount equal to the greater of his final annual pay at the time of the change in control or his final annual pay at the time of termination, multiplied by five. |
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Louis A. | Imran | Brian C. | W. Gregory | Lonnie D. | Kevin C. | Brady K. | ||||||||||||||||||||||
Raspino | Toufeeq | Voegele | Looser | Bane | Robert | Long | ||||||||||||||||||||||
Restricted stock units | 157,699 | 50,245 | 55,509 | 52,959 | 34,807 | 33,647 | 28,342 | |||||||||||||||||||||
Estimated value of restricted stock units(1) | $ | 6,811,020 | $ | 2,170,082 | $ | 2,397,434 | $ | 2,287,299 | $ | 1,503,314 | $ | 1,453,214 | $ | 1,224,091 | ||||||||||||||
Performance-based restricted stock units(2) | 130,677 | 57,814 | 44,163 | 45,039 | 28,702 | 34,420 | 20,740 | |||||||||||||||||||||
Estimated value of performance-based restricted stock units(1) | $ | 5,643,940 | $ | 2,496,987 | $ | 1,907,400 | $ | 1,945,234 | $ | 1,239,639 | $ | 1,486,600 | $ | 895,761 | ||||||||||||||
Shares subject to outstanding options | 387,273 | 116,515 | 130,292 | 128,115 | 84,877 | 93,161 | 33,815 | |||||||||||||||||||||
Estimated value of shares subject to outstanding options(1) | $ | 6,538,103 | $ | 1,633,614 | $ | 2,215,357 | $ | 2,134,264 | $ | 1,430,635 | $ | 1,525,379 | $ | 388,410 | ||||||||||||||
Estimated cash severance payments under employment agreements | $ | 8,550,000 | $ | 2,600,000 | $ | 2,112,000 | $ | 2,136,000 | $ | 1,628,000 | $ | 1,725,000 | $ | 888,000 | ||||||||||||||
Estimated pro-rated 2011 Annual Incentive Plan payment | $ | 791,666 | $ | 325,000 | $ | 256,666 | $ | 259,583 | $ | 185,000 | $ | 203,125 | $ | 185,000 | ||||||||||||||
Estimated enhanced SERP lump sum payment(3) | $ | — | $ | 3,250,040 | $ | 2,456,353 | $ | 1,810,939 | $ | 71,713 | $ | 2,166,638 | $ | — | ||||||||||||||
Estimated 280Ggross-up amount | $ | — | $ | 4,075,117 | $ | 3,223,564 | $ | 2,303,846 | $ | — | $ | 2,633,261 | $ | — |
(1) | Estimated value is based on the closing price of Pride common stock as of April 21, 2011 at $43.19. The estimated option value represents $43.19 less the applicable exercise price multiplied by the number of option shares. |
(2) | The number of performance-based restricted stock units to be earned depends upon the satisfaction of certain performance goals. This chart assumes that all unvested performance goals will be achieved at the maximum level. On March 9, 2011, Pride’s executive officers vested in the following number of earned performance-based restricted stock units: Mr. Raspino — 17,532 units; Mr. Toufeeq — 7,452 units; Mr. Voegele — 6,137 units; Mr. Looser — 6,137 units; Mr. Bane — 3,945 units; Mr. Robert — 4,384 units and Mr. Long — 1,772 units. Pursuant to the terms of Pride’s long-term incentive plan and the applicable award agreements, as a result of the merger, all remaining performance-based restricted stock units will fully vest and will be earned based on actual performance as determined by Pride’s Compensation Committee prior to the merger. Further, as a result of the merger, all earned performance-based restricted stock units will be paid on the effective date of the merger. | |
(3) | Represents the increase in SERP benefit as a result of the merger. Mr. Raspino is fully vested in his SERP and not entitled to enhanced SERP benefits as a result of the merger. |
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• | banks, financial institutions or insurance companies; | |
• | tax-exempt entities, including an “individual retirement account” or “Roth IRA”; | |
• | persons who hold shares as part of a straddle, hedge, wash sale, integrated transaction or conversion transaction; | |
• | persons who have been, but are no longer, citizens or residents of the U.S.; | |
• | persons holding shares through a partnership or other fiscally transparent person; |
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• | dealers or traders in securities, commodities or currencies; | |
• | grantor trusts; | |
• | persons subject to the alternative minimum tax; | |
• | U.S. persons whose “functional currency” is not the U.S. dollar; | |
• | regulated investment companies and real estate investment trusts; | |
• | persons who received their shares of Pride common stock through the exercise of incentive stock options or through the issuance of restricted stock under an equity incentive plan or through a tax qualified retirement plan or otherwise as compensation; or | |
• | persons who, after the merger, own (directly or through attribution) 10 percent or more of the total combined voting power of all classes of shares entitled to vote of Ensco. |
• | an individual citizen or resident of the U.S.; | |
• | a corporation or other entity taxable as a corporation in or under the laws of the U.S. or any state thereof or the District of Columbia; | |
• | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or | |
• | a trust, if such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or if (1) a U.S. court can exercise primary supervision over the trust’s administration and (2) one or more U.S. persons have the authority to control all substantial decisions of the trust. |
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• | corporate existence, good standing and qualification to conduct business; | |
• | corporate power and authority to execute and carry out the obligations under the merger agreement and the enforceability of the merger agreement; | |
• | capitalization; | |
• | with respect to each party’s significant subsidiaries (as defined inRule 1-02 ofRegulation S-X of the Exchange Act), existence, good standing, qualification and corporate authority to conduct its business, and capitalization; | |
• | compliance with laws and permits and compliance with anti-corruption laws; | |
• | absence of any conflict or violation of organizational documents, third party agreements or law or regulation as a result of entering into and carrying out the obligations under the merger agreement; | |
• | governmental and regulatory approvals or consents required to complete the merger; | |
• | filings and reports with the SEC, financial statements, internal controls and disclosure controls and procedures; | |
• | absence of litigation; | |
• | absence of certain changes since December 31, 2009; | |
• | tax matters; | |
• | employee benefit plans and matters relating to the Employee Retirement Income Security Act of 1976, as amended; | |
• | labor matters; | |
• | environmental matters; | |
• | intellectual property; |
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• | absence of material orders, writs, fines, injunctions, decrees, judgments, awards or determinations; | |
• | maintenance of insurance; | |
• | broker’s or finder’s fees; | |
• | recommendation of the merger by board of directors and required stockholder or shareholder vote and receipt of opinion of financial advisor; | |
• | beneficial ownership of the other party’s capital shares; | |
• | stockholder or shareholder votes required in connection with the merger agreement; | |
• | ownership of drilling units; | |
• | undisclosed liabilities; | |
• | certain contracts; | |
• | capital expenditure program; | |
• | derivative transactions; | |
• | disclosure controls and procedures; and | |
• | transactions with affiliates. |
• | state anti-takeover laws; and | |
• | the Pride rights agreement. |
• | changes or occurrences generally affecting the drilling services industry or the economy or the financial or securities markets in the United States, in any region in which such party operates or elsewhere in the world, including any regulatory or political conditions or developments, or any outbreak or escalation of hostilities, declared or undeclared acts of war, terrorism or insurrection (unless materially disproportionately impacting such party relative to other comparable industry participants); | |
• | events related to the impact of the Macondo well incident in the U.S. Gulf of Mexico on deepwater and other offshore drilling operations; | |
• | the announcement of the merger agreement, any actions taken in compliance with the merger agreement or the consummation of the merger; | |
• | fluctuations in the stock price or trading volume of such party’s securities (unless due to a circumstance which would separately constitute a material adverse effect); | |
• | a change in applicable law or GAAP, or interpretations thereof; | |
• | any legal proceedings brought by any of the current or former shareholders of such party (on their own behalf or on behalf of such party) arising out of or related to the merger agreement or any of the transactions contemplated by the merger agreement; or | |
• | the failure of such party to meet internal or analysts’ expectations, projections or budgets (unless due to a circumstance which would separately constitute a material adverse effect). |
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• | approval by Ensco shareholders of the issuance and delivery of the Ensco ADSs pursuant to the merger agreement; | |
• | adoption by Pride stockholders of the merger agreement; | |
• | the expiration or termination of the waiting period (and any extension thereof) applicable to the consummation of the merger under the HSR Act (which was satisfied on March 30, 2011); | |
• | the absence of (a) any pending or threatened in writing claim, proceeding or action by an agency of the government of the United States seeking to restrain, prohibit or rescind any transactions contemplated by the merger agreement as an actual or threatened violation of any antitrust law or seeking to penalize a party for completing any such transaction and (b) any final or preliminary administrative order that remains in effect denying approval of or prohibiting the merger issued by a governmental entity with jurisdiction to enforce any applicablenon-U.S. antitrust laws of a specified jurisdiction, in each case which is reasonably likely to require any competition actions, which are described in “—Additional Agreements—Efforts Related to Consents and Approvals of Governmental Entities and Third Parties”; | |
• | the absence of any decree, order or injunction of a U.S. ornon-U.S. court of competent jurisdiction prohibiting the consummation of the merger; | |
• | the effectiveness of theForm S-4 registration statement, of which this joint proxy statement/prospectus is a part, the effectiveness of a Form F-6 registration statement with respect to the Ensco ADSs, the absence of any stop order suspending the effectiveness of theForm S-4 orForm F-6, and the U.K. Listing Authority having approved a prospectus for residents of the United Kingdom, if such prospectus is required; and | |
• | the approval for listing on the NYSE of Ensco ADSs to be delivered pursuant to the merger agreement, subject to official notice of issuance. |
• | Pride shall have performed in all material respects its covenants and agreements contained in the merger agreement; | |
• | the representations and warranties of Pride set forth in the merger agreement concerning (a) existence, good standing and authority shall be true and correct in all respects (except, in each such case for any inaccuracies that are de minimis in the aggregate) as of the closing date of the merger, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (b) authorization and enforceability of the merger agreement and capitalization shall be true and correct in all respects (except, in each such case for any inaccuracies that are de minimis in the aggregate) as of the date of the merger agreement and as of the closing date of the merger, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); |
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• | the other representations and warranties of Pride set forth in the merger agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect” set forth therein) as of the closing date of the merger, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure to be so true and correct individually or in the aggregate has not had and would not be reasonably likely to have or result in a material adverse effect on Pride; and | |
• | Pride shall deliver to Ensco an officer’s certificate, dated the closing date of the merger, certifying that certain closing conditions have been satisfied. |
• | Ensco, Merger Sub and Delaware Sub shall have performed in all material respects their respective covenants and agreements contained in the merger agreement; | |
• | the representations and warranties of Ensco, Merger Sub and Delaware Sub set forth in the merger agreement concerning (a) existence, good standing and authority shall be true and correct in all respects (except, in each such case for any inaccuracies that are de minimis in the aggregate) as of the closing date of the merger, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (b) authorization and enforceability of the merger agreement and capitalization shall be true and correct in all respects (except, in each such case for any inaccuracies that are de minimis in the aggregate) as of the date of the merger agreement and as of the closing date of the merger, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); | |
• | the other representations and warranties of Ensco, Merger Sub and Delaware Sub set forth in the merger agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect” set forth therein) as of the closing date of the merger, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure to be so true and correct individually or in the aggregate has not had and would not be reasonably likely to have or result in a material adverse effect on Ensco; and | |
• | Ensco, Merger Sub and Delaware Sub shall deliver to Pride an officer’s certificate, dated the closing date of the merger, certifying that certain closing conditions have been satisfied. |
• | conduct operations according to their usual, regular and ordinary course in substantially the same manner as previously conducted; | |
• | use reasonable best efforts to preserve intact their business organizations and goodwill (except that any wholly owned subsidiaries may be merged with or into, or be consolidated with any wholly owned subsidiaries or may be liquidated into it or any wholly owned subsidiaries), keep available the services of their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with them; | |
• | promptly notify the other of (a) any material change in its condition (financial or otherwise) or business or any termination or material breach of any material contract, (b) any material litigation or proceedings |
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or material governmental complaints, investigations or hearings, and (c) any occurrence reasonably likely to result in a material adverse effect on such party; |
• | promptly deliver to the other correct copies of any report, statement or schedule filed with the SEC other than those filed via the SEC’s EDGAR system; | |
• | use reasonable efforts to maintain with financially responsible insurance companies insurance in such amounts and against such risks and losses as are customary for it; and | |
• | not terminate, amend, modify or waive any provision of any agreement with a standstill covenant to which it is a party, and to enforce, to the fullest extent permitted under applicable law, the provisions of these standstill agreements, including by obtaining injunctions to prevent any breaches of those agreements and enforcing specifically the terms and provisions of those agreements, unless, in each case, in the good faith opinion of its board of directors after consultation with outside legal counsel doing so would be inconsistent with its fiduciary duties. |
• | amend, in the case of Pride, its certificate of incorporation or bylaws or, in the case of Ensco, its articles of association; | |
• | in the case of Ensco, allow Delaware Sub to amend its certificate of incorporation or bylaws or Merger Sub to amend its certificate of formation or limited liability company agreement, or take or allow Delaware Sub to take any action that is reasonably likely to cause Delaware Sub to be rendered insolvent or to materially reduce its net assets; | |
• | issue, grant, sell, transfer, pledge, dispose of or encumber any additional shares of, securities convertible into or exchangeable for, or warrants, options or other rights to acquire, any of its capital shares, other than pursuant to options, warrants, conversion rights or other contractual rights or vesting of certain other equity awards that exist on the date of the merger agreement or to new hires or promoted employees in the ordinary course of business consistent with past practice; | |
• | adjust, split, combine or reclassify any capital shares or other equity interests or otherwise change its capitalization, other than grants of options to new hires or promoted employees in the ordinary course of business consistent with past practice; | |
• | amend or modify any options, warrants or other rights to acquire any of its capital shares that exist on the date of the merger agreement; | |
• | with respect to any of its employees, increase any compensation or benefits or enter into, amend or extend any employment or consulting agreement, except in the ordinary course of business consistent with past practice; | |
• | with respect to any of its officers at the vice president level or above or any of its directors, increase any compensation or benefits or enter into, amend or extend any employment or consulting agreement; | |
• | adopt any new employee benefit plan or agreement or amend any existing employee benefit plan or agreement in any material respect, except to the extent such change is less favorable to participants or is deemed necessary to comply with Section 409A of the Code; | |
• | terminate any executive officer without cause or permit any circumstance to exist that would give any executive officer a right to terminate employment if the termination would require enhanced separation payments upon consummation of the merger, except as approved by good faith action of its board of directors after the other party has received advance written notice of, and been consulted with respect to, the proposed action; |
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• | in the case of Pride, permit any holder of an option to acquire such party’s capital shares to have shares withheld upon exercise for tax purposes in excess of the minimum number needed to satisfy federal and state tax withholding requirements or otherwise required to satisfy the withholding requirements under Pride’s policy with respect to foreign tax obligations; | |
• | declare, set aside or pay any dividends on or make other distributions in respect of any of its capital stock (other than a dividend, distribution or payment from a wholly owned subsidiary to that party or one or more of its wholly owned subsidiaries or, in the case of Ensco, its regular quarterly dividend of $0.35 per Class A ordinary share) or redeem, purchase or otherwise acquire any shares of its capital stock, except as required by the terms of any outstanding capital stock, as contemplated by such party’s benefit plans or, in the case of Pride, as contemplated by specified employment agreements; | |
• | sell, lease or otherwise dispose of any assets that are material individually or in the aggregate to such party except for sales of surplus equipment, sales of other assets in the ordinary course of business, or sales, leases or other transfers between such party and its wholly owned subsidiaries or between those subsidiaries; | |
• | acquire or agree to acquire in any manner any business, entity or division of a business or entity for an aggregate consideration in excess of $25 million or where a filing under the HSR Act or anynon-U.S. competition, antitrust or premerger notification laws is required, except with respect to any contractual commitments in effect as of the date of the merger agreement; | |
• | change any of the material accounting principles or practices used by it, except as may be required by a change in U.S. GAAP; | |
• | make or rescind any material tax election, settle any material tax claim, suit, proceeding, arbitration, investigation, audit, or controversy, or change in any material respect any of its methods of reporting any item for tax purposes from those employed in the preparation of its tax returns for the most recent taxable year for which a return has been filed, except as may be required by applicable law; | |
• | incur any indebtedness for borrowed money (excluding intercompany indebtedness) in excess of, in the case of Ensco, the amount of available borrowing capacity under Ensco’s existing revolving credit facility and the amounts contemplated by the financing of the merger and, in the case of Pride, the amount of available borrowing capacity under Pride’s existing revolving credit facility; | |
• | issue or sell any debt securities, warrants or rights to acquire any debt securities of it, or guarantee any debt securities of others; | |
• | enter into any material lease or create any material mortgage, lien, security interest or other encumbrance on its property (other than certain permitted liens), except in the ordinary course of business or with or between its subsidiaries; | |
• | make or commit to make aggregate capital expenditures in excess of $50 million per quarter over its previously disclosed capital expenditure forecast for such quarter, excluding capital expenditures to repair or replace equipment necessary to continue operation on any drilling unit in a manner consistent with the operation of such drilling unit as of the date of the merger agreement; | |
• | purchase or otherwise acquire either party’s shares other than in the ordinary course of business pursuant to employee benefit plans; | |
• | take any action reasonably likely to (a) prevent, materially delay or materially impede the consummation of the merger or the transactions contemplated by the merger agreement or (b) delay materially or adversely affect the ability of any of the parties to the merger agreement to obtain any consent, authorization, order or approval of any governmental commission, board or other regulatory body or the expiration of any applicable waiting period required to consummate the transactions contemplated by the merger agreement; |
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• | mortgage, pledge, hypothecate, grant any security interest in any of its assets or otherwise subject any of its assets to any lien, other than certain permitted liens; or | |
• | agree to take any of the foregoing actions. |
• | notify Ensco orally and in writing of any such proposal, inquiry or request, the identity of the person or group making such proposal, inquiry or request, and the material terms and conditions of any Pride acquisition proposal; | |
• | keep Ensco reasonably informed on a timely basis of the status and material details of any acquisition proposal; |
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• | provide Ensco after receipt or delivery with copies of all correspondence and other written material sent or provided to Pride from any third party or sent or provided by Pride to a third party in connection with any acquisition proposal; and | |
• | provide or make available to Ensco any material nonpublic information concerning itself or any of its subsidiaries that Pride has provided to the third party making such acquisition proposal that was not previously provided or made available to Ensco. |
• | withdrawing or publicly proposing to withdraw (or amend or modify in a manner adverse to Ensco) the approval, recommendation or declaration of advisability of its board of directors of the merger agreement or any of the transactions contemplated by the merger agreement; or | |
• | recommending, adopting or approving, or proposing publicly to recommend, adopt or approve, a Pride acquisition proposal. |
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• | notify Pride orally and in writing of any such proposal, inquiry or request, the identity of the person or group making such proposal, inquiry or request, and the material terms and conditions of any Ensco alternative proposal; | |
• | keep Pride reasonably informed on a timely basis of the status and material details of any alternative proposal; | |
• | provide Pride after receipt or delivery with copies of all correspondence and other written material sent or provided to Ensco from any third party or sent or provided by Ensco to a third party in connection with any alternative proposal; and | |
• | provide or make available to Pride any material nonpublic information concerning itself or any of its subsidiaries that Ensco has provided to the third party making such alternative proposal that was not previously provided or made available to Pride. |
• | withdrawing or publicly proposing to withdraw (or amend or modify in a manner adverse to Pride) the approval, recommendation or declaration of advisability of its board of directors of the merger agreement or any of the transactions contemplated by the merger agreement or |
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• | recommending, adopting or approving, or proposing publicly to recommend, adopt or approve, an Ensco alternative proposal. |
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• | make its respective required filings under the HSR Act and any applicablenon-U.S. competition, antitrust, or premerger notification laws, promptly and thereafter make any other required submissions under the HSR Act or other such laws; | |
• | use its reasonable best efforts to cooperate with the other party in: |
• | determining which filings, consents, approvals, permits, and authorizations are required to be made with or obtained from any governmental entity prior to the effective time of the merger; | |
• | timely making all such filings and seeking all such consents, approvals, permits or authorizations without causing a material adverse affect; |
• | promptly notify the other party of any communication concerning the merger agreement or the transactions contemplated by the merger agreement from any governmental entity and permit the other party to review in advance any proposed communication concerning the merger agreement or the transactions contemplated by the merger agreement to any governmental entity; | |
• | not agree to participate in any meeting or material discussion with any governmental entity regarding any filing, investigation or other inquiry concerning the merger agreement or the transactions contemplated by the merger agreement unless the other party is consulted in advance and, to the extent permitted by such governmental entity, is given the opportunity to participate; | |
• | furnish the other party with copies of all correspondence, filings and communications between them and their affiliates and their respective representatives and any governmental entity regarding the merger agreement and the transactions contemplated by the merger agreement; and | |
• | furnish the other party with such necessary information and reasonable assistance reasonably requested in connection with the preparation of necessary filings, registrations or submissions of information to any governmental entity. |
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• | obtain financing on the terms and conditions set forth in the financing commitments that are described under “Description of Debt Financing” (or substitute financing commitments) or on terms more favorable to Ensco; | |
• | negotiate definitive agreements with respect to the financing on the terms and conditions contained in the financing commitments; and | |
• | consummate the financing at or prior to the closing of the merger. |
• | provide reasonably required information relating to it and its subsidiaries to the parties providing financing; | |
• | participate in meetings, drafting sessions and due diligence sessions in connection with the financing; | |
• | assist in the preparation of any offering documents and materials for rating agency presentations; | |
• | reasonably cooperate with the marketing efforts for any portion of the financing; | |
• | execute and deliver customary certificates, accounting comfort letters, legal opinions, surveys, title insurance or other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the financing as may be reasonably necessary in connection with the financing; | |
• | enter into one or more secured or unsecured credit or other agreements on terms satisfactory to Ensco that are reasonably necessary in connection with the financing; |
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• | furnish Ensco and its financing sources as promptly as practicable with all financial and other information regarding the parties and their respective subsidiaries as may be reasonably necessary of a type generally used in connection with a syndicated bank financing as well as a registered public offering or an offering pursuant to Rule 144A of the Securities Act; | |
• | provide the financial information required by the financing commitments; | |
• | take all actions reasonably necessary in connection with the pay off of existing indebtedness and the release of related liens; and | |
• | take all corporate actions reasonably necessary to permit the consummation of the financing and the direct borrowing or incurrence of all proceeds of the financing by Ensco immediately following the effective time of the merger. |
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• | the merger has not been consummated by February 3, 2012; provided that the party desiring to terminate the merger agreement for this reason has not failed to perform or observe in any material respect any of its obligations under the merger agreement in any manner that was the cause of, or resulted in, the failure of the merger to occur on or before that date; | |
• | there is a failure to obtain the requisite approval of the shareholders or stockholders of either party at a meeting of those shareholders or stockholders, provided that a party may not terminate the merger |
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agreement for this reason if the failure to obtain the approval of such party’s shareholders or stockholders, respectively, is proximately caused by either a withdrawal, modification or change in the recommendation of such party’s board of directors, except for an adverse recommendation change made in accordance with the merger agreement, or a breach by such party of its non-solicitation obligations; or |
• | a court of competent jurisdiction or governmental entity has issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the merger agreement that has become final and nonappealable. However, the party seeking to terminate the merger agreement for this reason must have complied with the covenants in the merger agreement that generally relate to antitrust and other governmental filings and approvals and, with respect to other matters, used its reasonable best efforts to remove such injunction, decree or order. |
• | Ensco, Merger Sub or Delaware Sub has breached any representation, warranty, covenant or agreement in the merger agreement, or any such representation or warranty has become untrue, in either case such that such condition to Pride’s obligations to consummate the merger would not be satisfied, and such breach is not curable, or, if curable, is not cured within 30 days after Pride gives written notice of the breach to Ensco, and Pride is not, at that time, in breach of any representation, warranty, covenant or agreement in the merger agreement such that such condition to Ensco’s obligation to consummate the merger would not be satisfied; | |
• | the board of directors of Ensco has made an adverse recommendation change and the requisite approvals of the Ensco shareholders have not yet been obtained; or | |
• | before obtaining the requisite approval of its stockholders, Pride concurrently enters into a binding definitive written agreement providing for the implementation of a transaction that constitutes a superior proposal for Pride after the board of directors of Pride determines in good faith after consultation with its outside legal and financial advisors that proceeding with the merger would be inconsistent with its fiduciary obligations. Pride may not terminate the merger agreement for this reason, however, unless: |
• | it has complied in all material respects with its non-solicitation obligations under the merger agreement; | |
• | it has paid or concurrently pays the termination fee to Ensco described under “— Termination Fees” below; | |
• | Ensco receives at least three business days (or two business days with respect to any material revision to such superior proposal) prior written notice from Pride of its intention to effect that termination; and | |
• | during that three business day period (or two business day period, if applicable), Pride considers, and causes its legal and financial advisors to consider, any adjustment in the terms and conditions of the merger agreement that Ensco may propose. |
• | Pride has breached any representation, warranty, covenant or agreement in the merger agreement, or any such representation or warranty has become untrue, in either case such that such condition to Ensco’s and Merger Sub’s obligations to consummate the merger would not be satisfied, and such breach is not curable, or, if curable, is not cured within 30 days after Ensco gives written notice of the breach to Pride, and Ensco is not, at that time, in breach of any representation, warranty, covenant or agreement in the merger agreement such that such condition to Pride’s obligation to consummate the merger would not be satisfied; | |
• | the board of directors of Pride has made an adverse recommendation change and the requisite approval of the Pride stockholders has not yet been obtained; or |
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• | before obtaining the requisite approval of its shareholders, Ensco enters into a binding definitive written agreement providing for the implementation of a transaction that constitutes a superior proposal for Ensco after the board of directors of Ensco determines in good faith after consultation with its outside legal and financial advisors that proceeding with the merger would be inconsistent with its fiduciary obligations. Ensco may not terminate the merger agreement for this reason, however, unless: |
• | it has complied in all material respects with its non-solicitation obligations under the merger agreement; | |
• | it has paid or concurrently pays the termination fee to Pride described under “— Termination Fees” below; | |
• | Pride receives at least three business days (or two business days with respect to any material revision to such superior proposal) prior written notice from Ensco of its intention to effect that termination; and | |
• | during that three business day period (or two business day period, if applicable), Ensco considers, and causes its legal and financial advisors to consider, any adjustment in the terms and conditions of the merger agreement that Pride may propose. |
• | by either party due to failure to obtain the requisite approval of Pride’s stockholders, where: |
• | the failure to obtain such approval occurs after the public disclosure of an acquisition proposal for Pride by a third party; and | |
• | prior to such failure, the board of directors of Pride determines that such proposal constitutes a superior proposal for purposes of providing information to, or entering into negotiations or discussions with, the party making such acquisition proposal; |
• | by either party due to failure to obtain the requisite approval of Pride’s stockholders, where the failure to obtain Pride stockholder approval was proximately caused by Pride’s breach of its non-solicitation obligations or obligations to submit the Merger to its stockholders for approval; | |
• | by Ensco due to an adverse recommendation change of Pride that was in response to an acquisition proposal for Pride; or | |
• | by Pride in connection with a superior proposal for Pride as described under “— Termination of the Merger Agreement” above. |
• | the failure to obtain such approval occurs after the public disclosure of an acquisition proposal for Pride by a third party; and | |
• | within 12 months after such termination, Pride or any of its subsidiaries enters into a definitive agreement providing for an acquisition proposal for Pride or an acquisition proposal for Pride is consummated. |
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• | by Pride due to an adverse recommendation change of Ensco that was in response to an acquisition proposal for Ensco; | |
• | by Ensco in connection with a superior proposal for Ensco as described under “— Termination of the Merger Agreement” above; | |
• | by either party due to failure to obtain the requisite approval of Ensco’s shareholders, where: |
• | the failure to obtain such approval occurs after the public disclosure of an acquisition proposal for Ensco by a third party; and | |
• | prior to such failure, the board of directors of Ensco determines that such proposal constitutes a superior proposal for purposes of providing information to, or entering into negotiations or discussions with, the party making such acquisition proposal; or |
• | by either party due to failure to obtain the requisite approval of Ensco’s shareholders, where the failure to obtain Ensco shareholder approval was proximately caused by Ensco’s breach of its non-solicitation obligations or obligations to submit the merger to its shareholders for approval. |
• | the failure to obtain such approval occurs after the public disclosure of an acquisition proposal for Ensco by a third party; and | |
• | within 12 months after such termination, Ensco or any of its subsidiaries enters into a definitive agreement providing for an acquisition proposal for Ensco or an acquisition proposal for Ensco is consummated. |
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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2010
Ensco | Pride | Pro Forma | Pro Forma | |||||||||||||
Historical | Historical | Adjustments | Combined | |||||||||||||
ASSETS | ||||||||||||||||
CURRENT ASSETS | ||||||||||||||||
Cash and cash equivalents | $ | 1,051 | $ | 485 | $ | (69 | )(a) | $ | 1,467 | |||||||
Accounts receivable, net | 215 | 252 | — | 467 | ||||||||||||
Other | 171 | 86 | 50 | (b) | 307 | |||||||||||
Total current assets | 1,437 | 823 | (19 | ) | 2,241 | |||||||||||
PROPERTY AND EQUIPMENT, NET | 5,050 | 5,961 | 371 | (c) | 11,382 | |||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS | 336 | 10 | 3,383 | (d) | 3,729 | |||||||||||
OTHER ASSETS, NET | 229 | 78 | (31 | )(e) | 276 | |||||||||||
$ | 7,052 | $ | 6,872 | $ | 3,704 | $ | 17,628 | |||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||||
CURRENT LIABILITIES | ||||||||||||||||
Accounts payable and accrued liabilities and other | $ | 332 | $ | 330 | $ | 250 | (f) | $ | 912 | |||||||
Short-term debt | — | — | 300 | (g) | 300 | |||||||||||
Current maturities of long-term debt | 17 | 30 | — | 47 | ||||||||||||
Total current liabilities | 349 | 360 | 550 | 1,259 | ||||||||||||
LONG-TERM DEBT | 240 | 1,833 | 2,771 | (h) | 4,844 | |||||||||||
DEFERRED INCOME TAXES | 358 | 61 | (61 | )(i) | 358 | |||||||||||
OTHER LIABILITIES | 140 | 102 | 295 | (j) | 537 | |||||||||||
TOTAL EQUITY | 5,965 | 4,516 | 149 | (k) | 10,630 | |||||||||||
$ | 7,052 | $ | 6,872 | $ | 3,704 | $ | 17,628 | |||||||||
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2010
Ensco | Pride | Pro Forma | Pro Forma | |||||||||||||
Historical | Historical | Adjustments | Combined | |||||||||||||
OPERATING REVENUES | $ | 1,697 | $ | 1,460 | $ | 48 | (l) | $ | 3,205 | |||||||
OPERATING EXPENSES | ||||||||||||||||
Contract drilling (exclusive of depreciation) | 768 | 897 | — | 1,665 | ||||||||||||
Depreciation | 216 | 184 | 31 | (m) | 431 | |||||||||||
General and administrative | 86 | 104 | — | 190 | ||||||||||||
1,070 | 1,185 | 31 | 2,286 | |||||||||||||
OPERATING INCOME | 627 | 275 | 17 | 919 | ||||||||||||
OTHER INCOME (EXPENSE), NET | 18 | (23 | ) | (30 | )(n) | (35 | ) | |||||||||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 645 | 252 | (13 | ) | 884 | |||||||||||
PROVISION FOR INCOME TAXES | 96 | 9 | 5 | (o) | 110 | |||||||||||
INCOME FROM CONTINUING OPERATIONS | $ | 549 | $ | 243 | $ | (18 | ) | $ | 774 | |||||||
INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO ENSCO SHARES | $ | 535 | — | (p) | $ | 761 | ||||||||||
EARNINGS PER SHARE FROM CONTINUING OPERATIONS | ||||||||||||||||
Basic | $ | 3.80 | $ | 1.37 | — | (q) | $ | 3.36 | ||||||||
Diluted | $ | 3.80 | $ | 1.37 | — | (q) | $ | 3.35 | ||||||||
WEIGHTED-AVERAGE SHARES OUTSTANDING: | ||||||||||||||||
Basic | 141 | 176 | 86 | (r) | 227 | |||||||||||
Diluted | 141 | 176 | 86 | (r) | 227 |
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Note 1. | Basis of Presentation |
Note 2. | Accounting Policies |
Note 3. | Estimated Merger Consideration and Allocation |
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Estimated share consideration payable upon closing: | ||||
180 million outstanding shares of Pride common stock converted to 86 million of Ensco ADSs using the exchange ratio of 0.4778 and valued at $55.68 per share | $ | 4,788 | ||
Estimated cash consideration payable upon closing: | ||||
180 million outstanding shares of Pride common stock at $15.60 per share | 2,807 | |||
Estimated fair value of 3 million vested Pride employee stock options assumed by Ensco | 30 | |||
Merger consideration | $ | 7,625 | ||
10% increase | 10% decrease | |||||||
in Ensco | in Ensco | |||||||
share price | share price | |||||||
Share consideration | $ | 5,267 | $ | 4,309 | ||||
Cash consideration | 2,807 | 2,807 | ||||||
Pride employee stock option consideration | 30 | 30 | ||||||
Merger consideration | $ | 8,104 | $ | 7,146 | ||||
Goodwill | $ | 3,448 | $ | 2,491 | ||||
Current assets | $ | 872 | ||
Noncurrent assets | 6,779 | |||
Total assets acquired | 7,651 | |||
Liabilities assumed | (2,995 | ) | ||
Net assets acquired | 4,656 | |||
Less: Estimated merger consideration | (7,625 | ) | ||
Estimated goodwill | $ | 2,969 | ||
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Note 4. | Pro Forma Adjustments |
Cash provided by financing, net of debt issuance costs | $ | 2,738 | ||
Cash paid to Pride shareholders | (2,807 | ) | ||
$ | (69 | ) | ||
Estimated fair value of inventory | $ | 73 | ||
Deferred tax effect of certain pro forma adjustments | 14 | |||
Elimination of Pride historical debt issuance costs | (4 | ) | ||
Elimination of Pride historical deferred expenses related to contract drilling | (33 | ) | ||
$ | 50 | |||
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Estimated goodwill | $ | 2,969 | ||
Estimated fair value of Pride drilling contracts | 412 | |||
Estimated fair value of Pride operating leases | 2 | |||
$ | 3,383 | |||
Deferral of estimated Ensco debt issuance costs | $ | 25 | ||
Elimination of Pride historical debt issuance costs | (18 | ) | ||
Elimination of Pride historical deferred expenses related to contract drilling | (38 | ) | ||
$ | (31 | ) | ||
Estimated fair value of Pride drillship construction contracts | $ | 83 | ||
Estimated ADS issuance costs | 70 | |||
Estimated Pride transaction costs | 52 | |||
Change in control provisions on Pride benefit plans | 39 | |||
Estimated Ensco transaction costs | 31 | |||
Elimination of Pride historical deferred revenues | (25 | ) | ||
$ | 250 | |||
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Estimated Enscolong-term debt financing | $ | 2,463 | ||
Estimated fair value of Pride debt | 308 | |||
$ | 2,771 | |||
Estimated fair value of Pride drilling contracts | $ | 312 | ||
Elimination of Pride historical deferred revenues | (17 | ) | ||
$ | 295 | |||
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Ensco share consideration recorded as capital in excess of par value | $ | 4,779 | ||
Estimated ADS issuance costs | (70 | ) | ||
Estimated fair value of Pride employee stock options assumed | 30 | |||
Ensco shares issued as part of the merger consideration, par value | 9 | |||
Estimated Ensco transaction costs | (31 | ) | ||
Estimated Pride transaction costs | (52 | ) | ||
Elimination of Pride’s historical shareholders’ equity | (4,516 | ) | ||
$ | 149 | |||
Incremental interest expense on Ensco debt financing | $ | (105 | ) | |
Amortization of Ensco debt issuance costs, discounts and other | (19 | ) | ||
Amortization of fair value adjustment to Pride’s debt | 27 | |||
Assumed additional interest capitalized | 67 | |||
$ | (30 | ) | ||
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Pro forma income from continuing operations | $ | 774 | ||
Pro forma income from continuing operations attributable to non-vested shares | (7 | ) | ||
Pro forma income from continuing operations attributable to noncontrolling interests | (6 | ) | ||
$ | 761 | |||
Ensco historical weighted — average shares outstanding — basic | 141 | |||
ADSs issued to Pride shareholders | 86 | |||
Pro forma weighted — average shares outstanding — basic | 227 | |||
Ensco historical weighted — average shares outstanding — diluted | 141 | |||
ADSs issued to Pride shareholders and dilutive effect of options assumed in connection with the merger | 86 | |||
Pro forma weighted — average shares outstanding — diluted | 227 | |||
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• | All of the issued Ensco Class A ordinary shares are fully paid and not subject to any further calls or assessments by Ensco. | |
• | Ensco’s Class A ordinary shares carry the right to receive dividends and distributions paid by Ensco. | |
• | The holders of Ensco’s Class A ordinary shares have the right to receive notice of, and to attend and vote at, all general meetings of Ensco. | |
• | Subject to the U.K. Companies Act 2006, any equity securities issued by Ensco for cash must first be offered to Ensco shareholders in proportion to their existing holdings of Ensco’s Class A ordinary shares unless waived by a special resolution of Ensco shareholders, either generally or specifically, for a maximum period not exceeding five years. | |
• | Ensco Class A ordinary shares are not redeemable; however, Ensco may purchase or contract to purchase any of its ordinary shares off-market, subject to the U.K. Companies Act 2006. Ensco may only purchase its ordinary shares out of distributable reserves or the proceeds of a new issue of shares made for the purpose of funding the repurchase. | |
• | If Ensco is wound up (whether the liquidation is voluntary, under supervision of the Court or by the Court), the liquidator is under a duty to collect in and realize the assets of Ensco and to distribute them to Ensco’s creditors and, if there is a surplus, to Ensco shareholders according to their entitlements. This applies whether the assets consist of property of one kind or of different kinds. |
• | 50,000 Class B ordinary shares, par value £1.00 per share, in issue, which are held by Delaware Sub; and | |
• | 150,000,000 Class A ordinary shares in issue (all of which are and will continue to be represented by Ensco ADSs). |
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• | increase its share capital by allotting new shares in accordance with the authority contained in the shareholder resolution referred to above, the Companies Act and the Articles of Association; | |
• | by ordinary resolution of its shareholders, consolidate and divide all or any of its share capital into shares of a larger nominal amount than the existing shares; and | |
• | by ordinary resolution of its shareholders, subdivide any of its shares into shares of a smaller nominal amount than its existing shares. |
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• | Ensco does not timely request that the rights be distributed to such holder or Ensco requests that the rights not be distributed to such holder; | |
• | Ensco fails to deliver satisfactory documents to the depositary; or | |
• | it is not reasonably practicable to distribute the rights. |
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• | Ensco does not request that the property be distributed to holders or if Ensco asks that the property not be distributed to holders; | |
• | Ensco does not deliver satisfactory documents to the depositary; or | |
• | the depositary determines that all or a portion of the distribution to holders is not reasonably practicable. |
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• | The Class A ordinary shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained. | |
• | All preemptive (and similar) rights, if any, with respect to such Class A ordinary shares have been validly waived or exercised. | |
• | The holder is duly authorized to deposit the Class A ordinary shares. | |
• | The Class A ordinary shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Ensco ADSs issuable upon such deposit will not be, “restricted securities” (as defined in the deposit agreement). | |
• | The Class A ordinary shares presented for deposit have not been stripped of any rights or entitlements. |
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• | ensure that the surrendered ADR certificate is properly endorsed or otherwise in proper form for transfer; | |
• | provide such proof of identity and genuineness of signatures as the depositary deems appropriate; | |
• | provide any transfer stamps required by the State of New York or the U.S.; and | |
• | pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to the terms of the deposit agreement, upon the transfer of ADRs. |
• | Temporary delays that may arise because (i) the transfer books for the Class A ordinary shares or ADSs are closed, or (ii) Class A ordinary shares are immobilized on account of a shareholders’ meeting or a payment of dividends. | |
• | Obligations to pay fees, taxes and similar charges. | |
• | Restrictions imposed because of laws or regulations applicable to Ensco ADSs or the withdrawal of securities on deposit. |
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• | Fees for the transfer and registration of Class A ordinary shares charged by the registrar and transfer agent for the Class A ordinary shares in England (i.e., upon deposit and withdrawal of Class A ordinary shares). | |
• | Expenses incurred for converting foreign currency into U.S. dollars. | |
• | Expenses for cable, telex and fax transmissions and for delivery of securities. | |
• | Taxes and duties upon the transfer of securities (i.e., when Class A ordinary shares are deposited or withdrawn from deposit). | |
• | Fees and expenses incurred in connection with the delivery or servicing of Class A ordinary shares on deposit. |
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• | Ensco and the depositary are obligated only to take the actions specifically stated in the deposit agreement without negligence or bad faith. | |
• | The depositary disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the deposit agreement. | |
• | The depositary disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to holders of Ensco ADSs on Ensco’s behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in Class A ordinary shares, for the validity or worth of the Class A ordinary shares, for any tax consequences that result from the ownership of Ensco ADSs, for the credit-worthiness of any third party, for allowing any rights to lapse under the terms of the deposit agreement, for the timeliness of any of its notices or for its failure to give notice. | |
• | Ensco and the depositary will not be obligated to perform any act that is inconsistent with the terms of the deposit agreement. | |
• | Ensco and the depositary disclaim any liability if Ensco or the depositary are prevented or forbidden from or subject to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement, by reason of any provision, present or future of any law or regulation, or by reason of present or future provision of any provision of the Ensco Articles of Association, as amended from time to time, or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyond their control. | |
• | Ensco and the depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for in the deposit agreement or in the Ensco Articles of Association, as amended from time to time, or in any provisions of or governing the securities on deposit. | |
• | Ensco and the depositary further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting Class A ordinary shares for deposit, any holder of Ensco ADSs or authorized representatives thereof, or any other person believed by either of us in good faith to be competent to give such advice or information. | |
• | Ensco and the depositary also disclaim liability for the inability by a holder of Ensco ADSs to benefit from any distribution, offering, right or other benefit that is made available to holders of Class A |
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ordinary shares but is not, under the terms of the deposit agreement, made available to holders of Ensco ADSs. |
• | Ensco and the depositary may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties. | |
• | Ensco and the depositary also disclaim liability for any consequential or punitive damages for any breach of the terms of the deposit agreement. |
• | Convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the conversion and distribution is lawful and practical. | |
• | Distribute the foreign currency to holders for whom the distribution is lawful and practical. | |
• | Hold the foreign currency (without liability for interest) for the applicable holders. |
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AND ENSCO SHAREHOLDERS
Rights of Pride Stockholders | Rights of Ensco Shareholders | |
Share Capital | ||
• The authorized capital stock of Pride consists of (i) 400,000,000 shares of Pride common stock and (ii) 50,000,000 shares of preferred stock, of which 4,000,000 shares have been designated as Series A Junior Participating Preferred Stock. • Pride’s board of directors has the authority to issue one or more series of preferred stock, having terms designated by Pride’s board of directors. | • The share capital of Ensco consists of (i) 50,000 Class B ordinary shares in issue, which are held by a subsidiary of Ensco and (ii) 150,000,000 Class A ordinary shares in issue. • Preference shares can be issued by English companies, giving the holders rights of priority over ordinary shareholders. • Subject to there being an unexpired authority to allot shares, the Ensco Articles of Association permit the directors to issue shares with rights to be determined by the directors at the time of issuance, which may include preferred rights. Ensco’s board of directors is currently authorized to allot and issue up to $30,000,000 of aggregate par value of additional shares, which may be Class A ordinary shares, Class B ordinary shares or a class of shares with such rights as the Ensco board shall determine at the time of allotment and issuance. | |
Voting Rights | ||
Voting, Generally | ||
• Each stockholder is entitled to one vote for each share of capital stock held by the stockholder. • If issued, the voting rights of holders of preferred stock will be determined by the Pride board of | • Each shareholder of Ensco is entitled to one vote for each Class A ordinary share held by such shareholder. |
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Rights of Pride Stockholders | Rights of Ensco Shareholders | |
directors. | shares that may be issued will be determined by the Ensco board of directors in accordance with the Ensco Articles of Association. | |
Quorum | ||
• Holders of at least a majority of the stock issued and outstanding and entitled to vote, present at a meeting or represented by proxy, shall constitute a quorum. | • Holders of at least a majority of the shares issued and outstanding and entitled to vote, present at a general meeting, shall constitute a quorum. | |
Cumulative Voting | ||
• Pride’s certificate of incorporation specifically prohibits cumulative voting of common stock, and cumulative voting for a series of preferred stock is only permitted if specifically provided for in a board of directors’ resolution relating to such series of preferred stock. | • Cumulative voting is not recognized under English law or permitted under the Ensco Articles of Association. | |
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Rights of Pride Stockholders | Rights of Ensco Shareholders | |
Action by Written Consent | ||
• Pride’s certificate of incorporation prohibits stockholder action by written consent. | • Under English law, a public limited company’s shareholders cannot pass a resolution by written consent; they can only pass resolutions taken at shareholder meetings. | |
Stockholder and Shareholder Proposals Nominations of Directors | ||
Shareholders’ Ability to Call a Special Meeting | ||
• Pride’s bylaws provide that special meetings of stockholders may only be called by the chairman of the board of directors, the chief executive officer or a majority of the board of directors. Under Delaware law, any stockholder may petition the Court of Chancery to order a meeting to elect directors if such meeting, or action to elect directors by written consent in lieu of a meeting, has not been held within thirteen months. | • Under English law, the ownership of shares (by one or more shareholders) representing 5 percent of the paid-up capital of Ensco carrying voting rights gives the right to requisition the holding of a general meeting of shareholders. | |
Shareholder Proposals: Director Nominations, Generally | ||
• Under Pride’s bylaws, stockholders have an express right to nominate candidates for election to the board of directors and bring other business before an annual meeting, provided the shareholder was a stockholder of record at the time notice was given of the meeting and is a stockholder at the time of the meeting, is entitled to vote at the meeting and complies with the notice procedures set forth below. (A) A stockholder’s notice must set forth, as to the stockholder giving the notice, the beneficial owner, if any, on whose behalf the notice is made, or the nominee, if applicable, (i) the name and address of such persons, and the name and address of any other stockholders known to be supporting such proposal or nomination, (ii) the class or series and number of shares of capital stock of Pride owned by such persons, (iii) any derivative instruments owned by such persons, (iv) any proxy, contract, arrangement or understanding that increases or decreases the voting power of such persons, (v) any pledge by such persons of any security of Pride or any short interest of such persons, (vi) any rights to dividends on shares of Pride common stock owned by such persons, (vii) any proportionate interest in Pride stock or derivative owned by a partnership in which such | • One or more shareholders holding at least 5 percent of the paid-up capital of Ensco carrying voting rights can require resolutions to be put before the annual general meeting. The request must be received at least 6 weeks before the relevant annual general meeting. If so requested, the company is required to give notice of a resolution in the same manner and at the same time (or as soon as reasonably practical thereafter) as the notice of the annual general meeting. |
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Rights of Pride Stockholders | Rights of Ensco Shareholders | |
person is a general partner, (viii) the right to any performance-related fees held by such person based on the value of capital stock of Pride or derivatives instruments related thereto and (ix) any other information relating to such person that would be required to be disclosed in a proxy statement pursuant to Section 14 under the Exchange Act. | a proposed resolution or any other business matter to be dealt with in any type of general meeting. The request must be received at least 1 week before the meeting to which it relates. If so requested, the company is required to circulate a statement in the same manner and at the same time (or as soon as reasonably practical thereafter) as the notice of the relevant general meeting. |
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Rights of Pride Stockholders | Rights of Ensco Shareholders | |
or, if less than 100 days’ prior notice or public disclosure of the scheduled meeting date is given or made, the 10th day following the earlier of the day on which the notice of such meeting was mailed to stockholders or the day on which such public disclosure was made. | owner in such business and (ii) a description of all agreements between such shareholder and beneficial owner and any other person in connection with the proposal of such business by such shareholder; | |
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Rights of Pride Stockholders | Rights of Ensco Shareholders | |
Sources and Payment of Dividends | ||
Sources of Dividends | ||
• Under Delaware law, subject to certain restrictions, the board of directors may declare and pay dividends out of: (1) surplus of the corporation, which is defined as net assets less statutory capital; or (2) if no surplus exists, out of the net profits of the corporation for the year in which the dividend is declared and/or the preceding year; | • Ensco may pay dividends on its ordinary shares only out of its distributable profits, defined as accumulated, realized profits less accumulated, realized losses, and not out of share capital, which includes share premiums (which are equal to the excess of the consideration for the issue of shares over the aggregate nominal amount of such shares). | |
Declaration of Dividends | ||
• Under Delaware law, dividends may be declared by the board of directors at any time, and may be paid in cash, property or in shares of the company’s capital stock. Before payment of any dividend, there may be set aside out of the funds of the corporation available for dividends such sums as the directors think proper as a reserve to meet contingencies, to equalize dividends or to repair or maintain company property or for any other purpose. | • The Ensco Articles of Association authorize the directors to declare dividends if the Ensco board of directors consider that the financial position of Ensco justifies such payment. | |
Record Date | ||
• Pride’s bylaws provide that for dividends and other matters, the record date must be set not more than 60 days prior to such action. | • The Ensco Articles of Association provide that, subject to certain restrictions, the Ensco board of directors may set the record date for a dividend or other distribution, provided the date is not more than 60 days before the date of declaration of the dividend. |
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Rights of Pride Stockholders | Rights of Ensco Shareholders | |
Purchase and Redemption of Stock | ||
Purchase and Redemption of Stock, Generally | ||
• Under Delaware law, a corporation may purchase, redeem, receive, take or otherwise acquire, own and hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use and otherwise deal in and with its own shares; provided, however, that no corporation shall: (1) purchase or redeem its own shares of capital stock for cash or other property when the capital of the corporation is impaired or when such purchase or redemption would cause any impairment of the capital of the corporation, except that a corporation may purchase or redeem out of capital any of its own shares which are entitled upon any distribution of its assets, whether by dividend or in liquidation, to a preference over another class or series of its stock, or, if no shares entitled to such a preference are outstanding, any of its own shares, if such shares will be retired upon their acquisition and the capital of the corporation reduced; | • The Ensco Articles of Association provide that it may purchase its own shares, which, if purchased off market, requires approval of the shareholders by special resolution, and redeem outstanding redeemable shares. A special resolution was adopted in December 2009 which authorized the repurchase of up to 30 percent per annum of the share capital outstanding as of the beginning of each fiscal year for a five year period (subject to an overall aggregate maximum of 119,000,000 shares). | |
(2) purchase, for more than the price at which they may then be redeemed, any of its shares which are redeemable at the option of the corporation; or (3) redeem any of its shares unless their redemption is authorized by a subsection of the DGCL and then only in accordance with such section and the certificate of incorporation. | ||
Voting Treasury Stock | ||
• Under Delaware law, shares of its own capital stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, are neither entitled to vote nor counted | • Under English law, because Ensco is not quoted on certain exchanges in the European Economic Area (i.e., it will be listed only on the NYSE), it may not hold treasury shares and any shares held by a subsidiary of Ensco may not be voted or counted for determining quorum. |
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Rights of Pride Stockholders | Rights of Ensco Shareholders | |
for quorum purposes; however, a corporation has a right to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. | • Any redeemable shares which are redeemed by Ensco must be cancelled, but pending redemption could be voted and deemed outstanding for the purpose of determining the total number of shares entitled to vote on any such matter unless the terms of issue provide otherwise. | |
Meetings of Shareholders | ||
• Pride’s bylaws provide that all stockholder meetings may be held at any place designated by the board of directors. | • The Ensco Articles of Association provide that the Ensco board of directors, chairman, or chief executive officer may convene general meetings of the shareholders at any place they so designate. | |
(1) the date of receipt or deemed receipt of the notice; and | ||
(2) the date of the meeting itself. |
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Rights of Pride Stockholders | Rights of Ensco Shareholders | |
Special Meetings of Shareholders | ||
Calling a Special Meeting | ||
• Pride’s certificate of incorporation and bylaws provide that special meetings of stockholders may be called only on the order of: | • The Ensco Articles of Association provide that general meetings of shareholders may be called on the order of | |
(1) the Ensco board of directors; or | ||
(2) the chairman of the Ensco board; or | ||
(3) the chief executive officer. | ||
Notice | ||
• Pride’s bylaws provide that notice of a special meeting stating the place, date, hour of the meeting and purpose or purposes for which the meeting is called must be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. Business transacted at any special meeting of stockholders is limited to the purpose or purposes stated in the notice. | • English law requires that notice of a general meeting of shareholders (other than the annual general meeting convened by the officers, which requires at least 21 clear days) must be delivered to the shareholders at least 14 clear days prior to the meeting. Under the Ensco Articles of Association the notice must be delivered not more than 60 days prior to the meeting. This notice must state the place, date and time of the meeting and the purpose or purposes for which the meeting is called. Business transacted at any general meeting of shareholders shall be limited to the purposes stated in the notice. | |
Appraisal Rights | ||
• Under Delaware law, a stockholder of a Delaware corporation is generally entitled to demand appraisal of the fair value of his or her shares in the event the corporation is a party to a merger or consolidation, subject to specified exceptions. | • English law does not provide for “appraisal rights” similar to those rights under Delaware law. However, English law will provide for dissenter’s rights which permit a shareholder to object to a Court in the context of the compulsory acquisition |
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Rights of Pride Stockholders | Rights of Ensco Shareholders | |
of minority shares. See “Shareholders’ Votes on Certain Transactions” below. | ||
Preemptive Rights | ||
• Under Delaware law, stockholders are not entitled to preemptive rights to subscribe for additional issuances of stock or any security convertible into stock unless such right is expressly included in the certificate of incorporation. | • Under English law, unless either a special resolution to the contrary has been passed by the shareholders or there is a provision in the Ensco Articles of Association conferring a corresponding right, the issuance forcash of: | |
(2) rights to subscribe for, or convert securities into, ordinary shares, | ||
Amendment of Governing Instruments | ||
• Pride’s certificate of incorporation requires a vote of 80% of the outstanding voting stock of Pride to amend or repeal the provision of the certificate of incorporation dealing with stockholder action by written consent. All other amendments to Pride’s certificate of incorporation require a vote of a majority of the outstanding voting stock of Pride pursuant to Delaware law. | • The provisions in the Ensco Articles of Association of an English public limited company are generally equivalent to the collective provisions in a certificate of incorporation and bylaws of a Delaware corporation. | |
• Pride’s certificate of incorporation and bylaws provide that the bylaws may be amended by the board of directors, subject to the right of the stockholders to amend the bylaws by a vote of the |
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Rights of Pride Stockholders | Rights of Ensco Shareholders | |
stockholders holding a majority of the outstanding voting stock of Pride. | ||
Preferred Stock/Unclassified Shares | ||
• Pride’s certificate of incorporation authorizes the board of directors to provide for the issuance of one or more series of preferred stock and to fix the voting rights, powers, designations, preferences, and relative participating, optional, or other special rights, and qualifications, limitations and restrictions thereof. • Pride currently does not have any shares of preferred stock outstanding. | • Preferred shares can be issued by English companies, giving the holders rights of priority over ordinary shareholders. • Subject to there being an unexpired authority to allot shares, the Ensco Articles of Association permit the directors to issue shares with rights to be determined by the directors at the time of issuance, which may include preferred rights. | |
Stock Class Rights | ||
• Under Delaware law, any change to the rights of holders of Pride’s common or preferred stock would require an amendment to Pride’s certificate of incorporation. Holders of shares of a class are entitled to vote as a class upon a proposed amendment to the certificate of incorporation if the amendment will: (1) unless otherwise provided in the certificate of incorporation, increase or decrease the authorized shares of the class; (2) increase or decrease the par value of the shares of the class; or (3) alter or change the powers, preferences or special rights of the shares of the class so as to affect them adversely. | • Amendments affecting the rights of the holders of any class of shares may, depending on the rights attached to the class and the nature of the amendments, also require approval of the class affected at a separate class meeting. • The Ensco Articles of Association provide that shareholders of the relevant class of shares can approve any amendment to their rights either by: (1) consent in writing of shareholders holding at least 75 percent of the issued shares of that class by amount; or (2) a special resolution passed at a class meeting of the relevant class. | |
Shareholders’ Votes on Certain Transactions | ||
Approval of Mergers and Acquisitions, Generally | ||
• Under Delaware law, unless a corporation’s certificate of incorporation provides otherwise, a merger or consolidation of the corporation or the sale, lease or exchange of all or substantially all of a corporation’s assets generally requires the affirmative vote of the board of directors and (except in limited circumstances) the affirmative vote of a majority of the outstanding stock entitled to vote on the transaction. • Pride’s certificate of incorporation does not require a supermajority vote of stockholders to approve a merger or consolidation of Pride or the sale, lease | • As noted above, “ordinary resolutions” must be approved by at least a majority of the votes cast by shareholders. “Special resolutions” require the affirmative vote of at least 75 percent of the votes cast at the meeting to be approved. |
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Rights of Pride Stockholders | Rights of Ensco Shareholders | |
or exchange of all or substantially all of Pride’s assets. | another company, approval of Ensco’s shareholders is not required. | |
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Rights of Pride Stockholders | Rights of Ensco Shareholders | |
Related Party Transactions | ||
• Under the rules of the NYSE, stockholder approval is required prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions, to: | • Under English law, certain transactions between a director and a related company of which he or she is a director are prohibited unless approved by the shareholders, such as loans, credit transactions and substantial property transactions. | |
Greater than 20 Percent Change in Common Shares or Voting Power | ||
• Under NYSE rules stockholder approval is required prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions if: (1) the common stock has, or will have upon issuance, voting power equal to or in excess of | • Under NYSE rules shareholder approval is required prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions if: |
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20 percent of the voting power outstanding before the issuance of such stock or of securities convertible into or exercisable for common stock; or | 20 percent of the voting power outstanding before the issuance of such stock or of securities convertible into or exercisable for common stock; or | |
(2) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20 percent of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock. | (2) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20 percent of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock. | |
Rights of Inspection | ||
Rights of Inspection Generally | ||
• Delaware law allows any stockholder in person or by attorney or other agent, upon written demand under oath stating the purpose thereof, during the usual hours for business to inspect for any proper purpose, and to make copies and extracts from: (1) The corporation’s stock ledger, a list of its stockholders, and its other books and records; and | • Generally, the register and index of names of shareholders of Ensco may be inspected at any time | |
(2) A subsidiary’s books and records, to the extent that: | ||
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Standard of Conduct for Directors | ||
• Delaware law does not contain any specific provisions setting forth the standard of conduct of a director. The scope of the fiduciary duties of the board of directors is thus determined by the courts of the State of Delaware. In general, directors have a duty to act in good faith, on an informed basis and in a manner they reasonably believe to be in the best interests of the stockholders. | • English law imposes certain specific obligations on the directors of Ensco. In addition to certain common law and equitable principles, there are statutory director duties, including seven codified duties as follows: | |
(2) To act in accordance with the company’s constitution and exercise powers only for the purposes for which they are conferred; | ||
(3) To exercise independent judgment; | ||
(4) To exercise reasonable care, skill and diligence; | ||
(5) To avoid conflicts of interest; | ||
(6) Not to accept benefits from third parties; and | ||
(7) To declare an interest in a proposed transaction with the company. | ||
Classification of the Board of Directors | ||
• Delaware law permits the certificate of incorporation or a stockholder-adopted bylaw to provide that directors be divided into one, two or three classes, with the term of office of one class of directors to expire each year. • Pride’s bylaws and certificate of incorporation do not provide for classes of directors. | • English law permits a company to provide for terms of different length for its directors. However, it also requires, in the case of officers who are also considered directors under English law, that employment agreements with a guaranteed term of more than two years be subject to a prior approval of shareholders at a general meeting. | |
Removal of Directors | ||
• Under Delaware law, any director may be removed with or without cause by the affirmative vote of holders of a majority of the outstanding shares entitled to vote upon the election of directors. | • Under English law, shareholders may remove a director without cause by ordinary resolution, irrespective of any provisions in the company’s articles of association, provided that 28 clear days’ notice of the resolution is given to the company. | |
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Association, the director has a right to make written representations, which the company must circulate to shareholders, as to why he or she should not be removed. This right is not excluded by the Ensco Articles of Association. | ||
Vacancies on the Board of Directors | ||
Vacancies, Generally | ||
• Under Delaware law, unless otherwise provided in the certificate of incorporation or the bylaws, | • The Ensco Articles of Association provide that: | |
(1) any vacancies on the board; or | ||
(2) newly created directorships | ||
• Pride’s bylaws and certificate of incorporation provide that any vacancies on the board of directors or newly created directorships shall be filled by the majority vote of the remaining directors, whether or not a quorum is present, or by a sole remaining director. If there are no directors in office, then an |
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election of directors may be held in the manner provided by statute. | ||
Term of Service After Appointment to Fill a Vacancy | ||
• Pride’s bylaws and certificate of incorporation provide that any director appointed to fill a vacancy or a newly-created directorship shall serve until the next annual meeting of stockholders and until such director’s successor shall have been duly elected and qualified or until his earlier death, resignation or removal. | • The Ensco Articles of Association provide that any director appointed to fill a vacancy shall serve for the remainder of the then present term of office of the class to which he or she was appointed. In the event such term extends beyond the next annual general meeting of shareholders for which a definitive proxy statement has not been filed at the time of the appointment, the director or directors so appointed shall be named and described in the next definitive annual general meeting proxy statement and shall stand for election for the remaining portion of the term of office at the annual general meeting of shareholders subject to said proxy statement. | |
Liability of Directors and Officers | ||
• Delaware law permits a corporation’s certificate of incorporation to include a provision eliminating or limiting the personal liability of a director to the corporation and its stockholders for damages arising from a breach of fiduciary duty as a director. However, no provision can limit the liability of a director for | • English law does not permit a company to exempt any director or certain officers from any liability arising from negligence, default, breach of duty or breach of trust against the company. However, despite this prohibition, an English company is permitted to purchase and maintain insurance for a director or executive officer of the company against any such liability. | |
(2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; | ||
(3) intentional or negligent payment of unlawful dividends or stock purchases or redemptions; or | ||
�� | ||
(4) any transaction from which he or she derives an improper personal benefit. | ||
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directors will not be personally liable to Pride or its stockholders for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL, or (iv) for any transaction from which such director derived an improper personal benefit. | ||
Indemnification of Directors and Officers | ||
• Delaware law provides that a corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that the person’s conduct was unlawful. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses that such officer or director actually and reasonably incurred. • A Delaware corporation may indemnify the same category of persons in an action by or in the right of the corporation under the same conditions, but only for expenses (including attorneys’ fees), provided that no indemnification is permitted without judicial approval if such person is adjudged to be liable to the corporation. • Pride’s bylaws provide for indemnification and advancement of expenses of its directors, officers, employees and agents, and persons serving at the request of Pride in any such capacity with any other | • Subject to exceptions, English law does not permit a company to exempt a director or certain officers from, or indemnify him or her against, liability in connection with any negligence, default, breach of duty or breach of trust by him or her in relation to the company. |
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corporation, entity or enterprise, to the fullest extent permitted by Delaware law. | as class actions or actions following mergers and acquisitions or share issues; and | |
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indemnity, or memorandum, without charge or may request a copy on payment of a fee. | ||
Shareholders’ Suits | ||
• Under Delaware law, a stockholder may initiate a derivative action to enforce a right of a corporation if the corporation fails to enforce the right itself. The complaint must: (1) state that the plaintiff was a stockholder at the time of the transaction of which the plaintiff complains or that the plaintiff’s shares thereafter devolved on the plaintiff by operation of law; and (2) (a) allege with particularity the efforts made by the plaintiff to obtain the action the plaintiff desires from the directors; or (b) state the reasons for the plaintiff’s failure to obtain the action or for not making the effort. | • While English law only permits a shareholder to initiate a lawsuit on behalf of the company in limited circumstances, it does permit a shareholder whose name is on the register of shareholders of Ensco to apply for a court order: (1) when Ensco’s affairs are being or have been conducted in a manner unfairly prejudicial to the interests of all or some shareholders, including the shareholder making the claim; or (2) when any act or omission of Ensco is or would be so prejudicial. • As discussed in Description of Class A Ordinary Shares of Ensco — Anti-takeover Provisions,” Ensco is not currently subject to the jurisdiction of the U.K. Takeover Panel (i.e., the regulator of the Takeover Code). | |
Anti-Takeover Matters | ||
• A Delaware court will generally uphold board of director decisions to adopt anti-takeover measures in the face of a potential takeover where the directors are able to show that: | • English law does not expressly prohibit anti-takeover measures, such as shareholder rights plans. The Ensco Articles of Association provide that the Ensco board of directors may adopt a shareholder rights plan at any time subject to compliance with their fiduciary duties. | |
(1) they had reasonable grounds for believing that there was a danger to corporate policy and effectiveness from an acquisition proposal; and | ||
(2) the board action taken was reasonable in relation to the threat posed. | ||
• Pride has a shareholder rights plan. | ||
• Section 203 of the DGCL prohibits certain “business combinations.” A corporation shall not engage in any business combination with any interested stockholder for a period of three years following the time that such stockholder became an interested stockholder, unless: | ||
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(1) Prior to such time the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; | ||
(2) Upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85 percent of the voting stock of the corporation outstanding at the time the transaction commenced (excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer); or | ||
(3) At or subsequent to such time the business combination was approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662/3 percent of the outstanding voting stock which is not owned by the interested stockholder. | ||
Disclosure of Interests | ||
Short Form Disclosure | ||
• Certain acquisitions of Pride stock may require disclosure under the Exchange Act. Some acquisitions, however, may qualify for a short-form disclosure on Schedule 13G. Generally, an acquisition of more than a 5 percent interest in a U.S. publicly-held issuer by (1) certain types of persons, including a broker-dealer, a bank, an insurance company, an investment company and an investment adviser, or (2) a “passive investor” who is not seeking to acquire or influence control of the issuer, so long as the investor owns less than 20 percent of the class of stock it is acquiring, may be disclosed on a Schedule 13G. | • The Section 13D/G reporting applies to Ensco as its shares are registered under Section 12 of the U.S. Securities Exchange Act of 1934. |
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Amendments to Short Form Disclosure | ||
• A buyer who files a Schedule 13G must amend it periodically | ||
(1) to report any change in the information previously reported; or | ||
(2) if it acquires more than 10 percent of the class of stock and, thereafter, if it undergoes any change in ownership of 5 percent or more of the class of stock. | ||
Limitation on Enforceability of Civil Liabilities Under U.S. Federal Securities Laws | ||
Ability to Bring Suits, Enforce Judgments and Enforce U.S. Law | ||
• Pride is a U.S. company incorporated under the laws of Delaware and has substantial assets located in the U.S. As a result, investors generally can initiate lawsuits in the U.S. against Pride and its directors and officers and can enforce lawsuits based on U.S. federal securities laws in U.S. courts. | • As a company listed on the NYSE, Ensco and its directors and officers are subject to U.S. Federal securities laws, and investors could initiate civil lawsuits in the U.S. against Ensco for breaches of the U.S. Federal securities laws. | |
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• Ensco and its directors and officers may be subject to criminal penalties in the U.S. arising from breaches of the U.S. federal securities laws, but may not be subject to criminal penalties unless the criminal laws of the U.K. were violated. | ||
• A criminal judgment in a U.S. court under U.S. Federal securities laws may not be enforceable in the English courts on public policy grounds and a prosecution brought before the English courts under U.S. federal securities laws might not be permitted on public policy grounds. | ||
Short Swing Profits | ||
• Directors and officers of Pride are governed by rules under the Exchange Act that may require directors and officers to forfeit to Pride any “short swing” profits realized from purchases and sales, as determined under the Exchange Act and the rules thereunder, of Pride equity securities. | • As a company listed on the NYSE, directors and officers of Ensco are subject to the U.S. securities laws, including the prohibitions on “short swing” trading. |
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Proxy Statements and Reports | ||
Notices and Reports to Shareholders; Matters to Include | ||
Proxy Statements, Generally | ||
• Under the Exchange Act proxy rules, Pride must comply with notice and disclosure requirements relating to the solicitation of proxies for stockholder meetings. | • Under the Exchange Act proxy rules, Ensco must comply with notice and disclosure requirements relating to the solicitation of proxies for shareholder meetings. | |
Voting by Proxy | ||
• Pride’s bylaws provide that each stockholder is entitled to vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but under Section 212 of the DGCL no proxy may be voted on or after three years from its date unless the proxy provides for a longer period. | • The Ensco Articles of Association provide that each shareholder is entitled to vote in person or by proxy for each share of the capital stock having voting power held by such shareholder, but no proxy shall be voted on after three years from its date unless the proxy provides for a longer period. | |
Approval of Director Compensation | ||
• Under recently adopted SEC rules, Pride’s stockholders are allowed a non-binding advisory vote to approve named executive officer compensation. | • Because shares of Ensco stock trade on the NYSE in ADS form only, Ensco is not required to prepare and submit for shareholder approval a directors’ remuneration report. Ensco is subject to SEC reporting requirements for director and executive officer compensation and shareholder non- binding advisory votes to approve named executive officer compensation. | |
Approval of Auditors | ||
• Pride’s stockholders do not have the right to appoint its auditors; however, Pride typically includes in its proxy statement a shareholder proposal to ratify the appointment of its auditors. | • Under English law, Ensco’s shareholders approve the company’s auditors each year. In addition, the company’s annual financial statements, which must, to the satisfaction of the directors, give a “true and fair view” of the assets, liabilities, financial position and profit or loss of Ensco and the consolidated group, must be presented to the shareholders at a general meeting but are not required to be approved by the shareholders. | |
Notice | ||
• Pride’s bylaws provide that whenever notice is required to be given to any stockholder, such notice | • The Ensco Articles of Association provide that whenever notice is required to be given to any |
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may be given (i) by telegraph, telephone, facsimile, cable or wireless transmission or (ii) by mail, addressed to such stockholder, at his or her address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the U.S. mail. | shareholder, such notice may be given in writing | |
(2) by mail, addressed to such shareholder, at his or her address as it appears on the records of the company, with postage thereon prepaid; | ||
(3) by sending it in electronic form (if the shareholder has so agreed); or | ||
(4) in certain circumstances, by making the notice available on a website. | ||
Reporting Requirements | ||
• As a U.S. public company, Pride must file with the SEC, among other reports and notices: | • Ensco is subject to U.S. securities laws, but is not subject to the reporting obligations of companies listed on the London Stock Exchange or on any other securities exchange. | |
(1) an Annual Report on Form 10-K within 60 days after the end of a fiscal year; | ||
(3) Current Reports on Form 8-K upon the occurrence of certain important corporate events. Unless otherwise specified, a report is to be filed or furnished within four business days after occurrence of the event. |
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• | sending a written notice of revocation to the ADS depositary c/o Broadridge that must be received before the ADS voting cutoff time, stating that you revoke your voting instructions; | |
• | signing and submitting a later-dated voting instruction card that must be received by the ADS depositary c/o Broadridge before the ADS voting cutoff time in accordance with the instructions included in the voting instruction card; or | |
• | if you voted electronically, by returning towww.proxyvote.com and changing your vote before the ADS voting cutoff time. Follow the same voting process, and your original vote will be superseded. |
• | by sending a written notice to the Company Secretary of Ensco at the address set forth below, in time to be received before the Ensco general meeting, stating that you would like to revoke your proxy; | |
• | by completing, signing and dating another proxy card and returning it by mail in time to be received before the Ensco general meeting, or by submitting a later dated proxy by the Internet in which case your later-submitted proxy will be recorded and your earlier proxy revoked; or | |
• | by attending the meeting and voting in person. Simply attending the Ensco general meeting without voting will not revoke your proxy or change your vote. |
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Ensco SEC Filings (FileNo. 001-08097) | Period and/or Date Filed | |
Annual Report onForm 10-K | Fiscal year ended December 31, 2010 | |
Current Reports onForm 8-K | Filed on February 7, March 4, March 8, March 16, March 23 and March 24, 2011 | |
Description of Ensco Class A ordinary shares and American depositary shares contained in Ensco’s Current Report onForm 8-K12B | Filed on December 23, 2009 | |
Pride SEC Filings (FileNo. 001-13289) | Period and/or Date Filed | |
Annual Report onForm 10-K | Fiscal year ended December 31, 2010 | |
Current Reports onForm 8-K | Filed on February 7 and March 4, 2011 | |
Description of Pride common stock (including related preferred share purchase rights) contained in Pride’s Current Report onForm 8-K | Filed on September 28, 2001 |
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among
ENSCO PLC,
ENSCO VENTURES LLC,
ENSCO INTERNATIONAL INCORPORATED
and
PRIDE INTERNATIONAL, INC.
Dated as of February 6, 2011
(composite as amended on March 1, 2011)
Table of Contents
Article 1 THE MERGER | A-1 | |||||
Section 1.1 | The Merger | A-1 | ||||
Section 1.2 | The Closing | A-2 | ||||
Section 1.3 | Certificate of Incorporation and Bylaws of the Surviving Entity | A-2 | ||||
Section 1.4 | Directors and Officers of the Surviving Entity | A-2 | ||||
Section 1.5 | Board of Directors of Parent | A-2 | ||||
Article 2 CONVERSION OF SECURITIES | A-2 | |||||
Section 2.1 | Effect on Securities | A-2 | ||||
Section 2.2 | Exchange of Certificates | A-6 | ||||
Section 2.3 | Taking of Necessary Action; Further Action | A-10 | ||||
Section 2.4 | Withholding | A-10 | ||||
Section 2.5 | Associated Rights | A-10 | ||||
Article 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY | A-10 | |||||
Section 3.1 | Existence; Good Standing; Corporate Authority | A-10 | ||||
Section 3.2 | Authorization, Validity and Effect of Agreements | A-11 | ||||
Section 3.3 | Capitalization | A-11 | ||||
Section 3.4 | Significant Subsidiaries | A-11 | ||||
Section 3.5 | Compliance with Laws; Permits | A-12 | ||||
Section 3.6 | No Conflict | A-13 | ||||
Section 3.7 | SEC Documents | A-13 | ||||
Section 3.8 | Litigation | A-14 | ||||
Section 3.9 | Absence of Certain Changes | A-15 | ||||
Section 3.10 | Taxes | A-15 | ||||
Section 3.11 | Employee Benefit Plans | A-16 | ||||
Section 3.12 | Labor Matters | A-18 | ||||
Section 3.13 | Environmental Matters | A-18 | ||||
Section 3.14 | Intellectual Property | A-19 | ||||
Section 3.15 | Decrees, Etc | A-19 | ||||
Section 3.16 | Insurance | A-19 | ||||
Section 3.17 | No Brokers | A-20 | ||||
Section 3.18 | Recommendation of Board of Directors; Opinion of Financial Advisor | A-20 | ||||
Section 3.19 | Parent Share Ownership | A-20 | ||||
Section 3.20 | Vote Required | A-20 | ||||
Section 3.21 | Ownership of Drilling Units | A-20 | ||||
Section 3.22 | Undisclosed Liabilities | A-21 | ||||
Section 3.23 | Certain Contracts | A-21 | ||||
Section 3.24 | Capital Expenditure Program | A-22 | ||||
Section 3.25 | Derivative Transactions | A-22 | ||||
Section 3.26 | Disclosure Controls and Procedures | A-23 | ||||
Section 3.27 | Affiliate Transactions | A-23 | ||||
Section 3.28 | Company Rights Agreement | A-23 | ||||
Section 3.29 | State Anti-Takeover Statutes | A-23 | ||||
Section 3.30 | Disclaimer | A-24 |
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Article 4 REPRESENTATIONS AND WARRANTIES OF PARENT, DELAWARE SUB AND MERGER SUB | A-24 | |||||
Section 4.1 | Existence; Good Standing; Corporate Authority | A-24 | ||||
Section 4.2 | Authorization, Validity and Effect of Agreements | A-25 | ||||
Section 4.3 | Capitalization | A-25 | ||||
Section 4.4 | Significant Subsidiaries | A-26 | ||||
Section 4.5 | Compliance with Laws; Permits | A-26 | ||||
Section 4.6 | No Conflict | A-27 | ||||
Section 4.7 | SEC Documents | A-27 | ||||
Section 4.8 | Litigation | A-28 | ||||
Section 4.9 | Absence of Certain Changes | A-28 | ||||
Section 4.10 | Taxes | A-29 | ||||
Section 4.11 | Employee Benefit Plans | A-30 | ||||
Section 4.12 | Labor Matters | A-31 | ||||
Section 4.13 | Environmental Matters | A-32 | ||||
Section 4.14 | Intellectual Property | A-32 | ||||
Section 4.15 | Decrees, Etc | A-33 | ||||
Section 4.16 | Insurance | A-33 | ||||
Section 4.17 | No Brokers | A-33 | ||||
Section 4.18 | Recommendation of Board of Directors; Opinion of Financial Advisor | A-33 | ||||
Section 4.19 | Company Share Ownership | A-33 | ||||
Section 4.20 | Vote Required | A-34 | ||||
Section 4.21 | Ownership of Drilling Units | A-34 | ||||
Section 4.22 | Undisclosed Liabilities | A-34 | ||||
Section 4.23 | Certain Contracts | A-34 | ||||
Section 4.24 | Capital Expenditure Program | A-35 | ||||
Section 4.25 | Derivative Transactions | A-35 | ||||
Section 4.26 | Disclosure Controls and Procedures | A-36 | ||||
Section 4.27 | Affiliate Transactions | A-36 | ||||
Section 4.28 | Disclaimer | A-36 | ||||
Article 5 COVENANTS | A-37 | |||||
Section 5.1 | Conduct of Company and Parent Business | A-37 | ||||
Section 5.2 | No Solicitation by the Company | A-40 | ||||
Section 5.3 | Meetings of Shareholders to Consider the Merger | A-42 | ||||
Section 5.4 | Filings; Reasonable Best Efforts, Etc | A-43 | ||||
Section 5.5 | Inspection | A-44 | ||||
Section 5.6 | Publicity | A-44 | ||||
Section 5.7 | Registration Statements | A-45 | ||||
Section 5.8 | Listing Application | A-46 | ||||
Section 5.9 | Rule 16b-3 Approval | A-46 | ||||
Section 5.10 | Expenses | A-46 | ||||
Section 5.11 | Indemnification and Insurance | A-47 | ||||
Section 5.12 | Employee Matters | A-48 | ||||
Section 5.13 | Financing | A-49 | ||||
Section 5.14 | Company Rights Agreement | A-51 | ||||
Section 5.15 | Deferred Prosecution Agreement | A-52 | ||||
Section 5.16 | No Solicitation by Parent | A-52 |
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Article 6 CONDITIONS | A-53 | |||||
Section 6.1 | Conditions to Each Party’s Obligation to Effect the Merger | A-53 | ||||
Section 6.2 | Conditions to Obligation of the Company to Effect the Merger | A-54 | ||||
Section 6.3 | Conditions to Obligation of Parent and Merger Sub to Effect the Merger | A-55 | ||||
Article 7 TERMINATION | A-55 | |||||
Section 7.1 | Termination by Mutual Consent | A-55 | ||||
Section 7.2 | Termination by Parent or the Company | A-55 | ||||
Section 7.3 | Termination by the Company | A-56 | ||||
Section 7.4 | Termination by Parent | A-56 | ||||
Section 7.5 | Effect of Termination | A-57 | ||||
Section 7.6 | Extension; Waiver | A-59 | ||||
Article 8 GENERAL PROVISIONS | A-59 | |||||
Section 8.1 | Nonsurvival of Representations, Warranties and Agreements | A-59 | ||||
Section 8.2 | Notices | A-59 | ||||
Section 8.3 | Assignment; Binding Effect; Benefit | A-60 | ||||
Section 8.4 | Entire Agreement | A-60 | ||||
Section 8.5 | Amendments | A-60 | ||||
Section 8.6 | Governing Law | A-60 | ||||
Section 8.7 | Counterparts | A-61 | ||||
Section 8.8 | Headings | A-61 | ||||
Section 8.9 | Interpretation | A-61 | ||||
Section 8.10 | Waivers | A-63 | ||||
Section 8.11 | Incorporation of Exhibits | A-63 | ||||
Section 8.12 | Severability | A-63 | ||||
Section 8.13 | Enforcement of Agreement | A-63 | ||||
Section 8.14 | Waiver of Jury Trial | A-64 | ||||
Section 8.15 | No Recourse | A-64 | ||||
Exhibit A Certificate of Incorporation of the Surviving Entity |
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Defined Term | Section | |||
Action | Section 5.11(a) | |||
ADS Depositary | Section 4.3 | |||
Affected Employees | Section 5.12(a) | |||
Affiliate | Section 3.27 | |||
Agreement | Preamble | |||
Antitrust Laws | Section 5.4(c) | |||
Applicable Laws | Section 3.5(a) | |||
Assumed Option | Section 2.1(c)(iii)(A) | |||
Assumed RSU Award | Section 2.1(c)(v)(B) | |||
Book Entry Share | Section 2.1(c)(i) | |||
Business Day | Section 8.9(k) | |||
Cash-Only Shares | Section 2.1(c)(i) | |||
Certificate of Merger | Section 1.1 | |||
Class A Ordinary Shares | Recitals | |||
Class B Ordinary Shares | Section 4.3 | |||
Closing | Section 1.2 | |||
Closing Date | Section 1.2 | |||
Code | Section 2.1(c)(iii)(A) | |||
Company | Preamble | |||
Company Acquisition Proposal | Section 5.2(a) | |||
Company Adverse Recommendation Change | Section 5.2(d)(i) | |||
Company Benefit Plans | Section 3.11(a) | |||
Company Certificate | Section 2.1(c)(i) | |||
Company Common Stock | Recitals | |||
Company Disclosure Schedule | Article 3 | |||
Company ESPP | Section 5.12(d) | |||
Company Material Adverse Effect | Section 3.1 | |||
Company Material Contract | Section 3.23(a) | |||
Company Permits | Section 3.5(b) | |||
Company Permitted Liens | Section 3.21(a) | |||
Company Preferred Stock | Section 3.3 | |||
Company Real Property | Section 3.5(d) | |||
Company Reports | Section 3.7(a) | |||
Company Representatives | Section 5.2(a) | |||
Company Restricted Stock Awards | Section 2.1(c)(iv) | |||
Company Rights | Section 2.5 | |||
Company Rights Agreement | Section 2.5 | |||
Company RSU Awards | Section 2.1(c)(v) | |||
Company Stockholder Approval | Section 3.20 | |||
Company Stock Option | Section 2.1(c)(iii)(A) | |||
Company Superior Proposal | Section 5.2(d)(ii) | |||
Competition Action | Section 5.4(c) | |||
Confidentiality Agreement | Section 5.2(a) |
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Defined Term | Section | |||
control | Section 3.27 | |||
Cutoff Date | Section 8.9(e) | |||
Definitive Financing Agreements | Section 5.13(b) | |||
Delaware Sub | Preamble | |||
Deposit Agreement | Section 4.3 | |||
Derivative Transaction | Section 3.25(a) | |||
DGCL | Recitals | |||
Dissenting Shares | Section 2.1(c)(vii) | |||
Dissenting Stockholder | Section 2.1(c)(vii) | |||
DLLCA | Recitals | |||
Effective Time | Section 1.1 | |||
Environmental Laws | Section 3.13(a) | |||
ERISA | Section 3.11(a) | |||
ERISA Affiliate | Section 3.11(c) | |||
Equity Compensation Exchange Ratio | Section 2.1(c)(i) | |||
Exchange Act | Section 3.4 | |||
Exchange Agent | Section 2.2(a) | |||
Exchange Fund | Section 2.2(a) | |||
Exchange Ratio | Section 2.1(c)(i) | |||
Excluded Shares | Section 2.1(c)(ii) | |||
FCPA | Section 3.5(e) | |||
Fee | Section 7.5(b) | |||
Final Parent Stock Price | Section 2.1(c)(i) | |||
Financing | Section 5.13(a) | |||
Financing Commitments | Section 5.13(a) | |||
Financing Sources | Section 5.13(a) | |||
Form F-6 | Section 5.7(a) | |||
Form S-4 | Section 5.7(a) | |||
GAAP | Section 3.7(b) | |||
Governmental Entity | Section 3.6(b) | |||
Governmental Official | Section 3.5(e) | |||
Hazardous Materials | Section 3.13(b) | |||
HSR Act | Section 3.6(b) | |||
Indemnified Party(ies) | Section 5.11(a) | |||
IRS | Section 3.11(a) | |||
Liens | Section 3.4 | |||
Material Adverse Effect | Section 8.9(c) | |||
Merger | Recitals | |||
Merger Consideration | Section 2.1(c)(i) | |||
Merger Sub | Preamble | |||
New Financing Commitments | Section 5.13(a) | |||
Non-U.S. Antitrust Laws | Section 5.4(a)(i) | |||
Non-U.S. Company Benefit Plan | Section 3.11(a) | |||
Non-U.S. Parent Benefit Plan | Section 4.11(a) | |||
NYSE | Recitals | |||
OFAC | Section 3.5(f) |
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Defined Term | Section | |||
Parent | Preamble | |||
Parent ADS | Recitals | |||
Parent Adverse Recommendation Change | Section 5.16(d)(i) | |||
Parent Alternative Proposal | Section 5.16(a) | |||
Parent Benefit Plans | Section 4.11(a) | |||
Parent Disclosure Schedule | Article 4 | |||
Parent Material Adverse Effect | Section 4.1 | |||
Parent Material Contract | Section 4.23(a) | |||
Parent Options | Section 4.3 | |||
Parent Permits | Section 4.5(b) | |||
Parent Permitted Liens | Section 4.21(a) | |||
Parent Real Property | Section 4.5(d) | |||
Parent Representatives | Section 5.16(a) | |||
Parent Reports | Section 4.7(a) | |||
Parent Shareholder Approval | Section 4.20 | |||
Parent Superior Proposal | Section 5.16(d)(ii) | |||
Parent UK Prospectus | Section 5.7(d)(i) | |||
Per Share Cash-Only Additional Cash Amount | Section 2.1(c)(i) | |||
Per Share Cash Amount | Section 2.1(c)(i) | |||
Per Share Stock Amount | Section 2.1(c)(i) | |||
Person | Section 3.5(e) | |||
PFIC | Section 4.10(b) | |||
Proxy Statement/Prospectus | Section 5.7(a) | |||
Regulatory Filings | Section 3.6(b) | |||
Required Jurisdiction | Section 6.1(b)(iii) | |||
Returns | Section 3.10(a) | |||
Rule 16b-3 | Section 5.9 | |||
Sarbanes-Oxley Act | Section 3.7(a) | |||
SEC | Section 3.7(a) | |||
Securities Act | Section 3.6(b) | |||
Significant Subsidiary | Section 3.4 | |||
Subsidiary | Section 8.9(d) | |||
Surviving Entity | Section 1.1 | |||
tax(es) | Section 3.10(f) | |||
Third Party Provision | Section 8.3 | |||
to the knowledge of | Section 8.9(b) | |||
UK FSMA | Section 2.2(b)(i) | |||
UK Prospectus Rules | Section 5.7(d)(i) | |||
UKLA | Section 5.7(d)(i) | |||
U.S. Company Benefit Plan | Section 3.11(a) | |||
U.S. Parent Benefit Plan | Section 4.11(a) |
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(a) | (i) The Parent Shareholder Approval shall have been obtained; and |
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(a) | if to Parent, Delaware | |||
Sub or Merger Sub: | Ensco plc 6 Chesterfield Gardens London W1J 5BQ England Attention: Chief Financial Officer Telephone: +44 (0) 20 7659 4660 Facsimile: +44 (0) 207 409 0399 | |||
with a copy to: | Baker & McKenzie LLP 100 New Bridge Street London EC4V 6JA United Kingdom Attention: Helen Bradley Telephone: +44 (0) 20 7919 1819 Facsimile: +44 (0) 20 7919 1999 | |||
and | Baker & McKenzie LLP 2001 Ross Avenue, Suite 2300 Dallas, TX 75201 Attention: Alan G. Harvey Telephone: +1 214-978-3047 Facsimile: +1 214-978-3099 |
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(b) | if to the Company: | Pride International, Inc. 5847 San Felipe, Suite 3300 Houston, Texas 77057 Attention: Brady K. Long, Vice President, General Counsel and Secretary Telephone: +1 713-789-1400 Facsimile: +1 713-268-4534 | ||
with a copy to: | Baker Botts L.L.P. 910 Louisiana Street, Suite 3200 Houston, TX 77002 Attention: J. David Kirkland Tull R. Florey Telephone: +1 713-229-1101 Facsimile: +1 713-229-7701 | |||
and | Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 Attention: David A. Katz Telephone: +1 212-403-1000 Facsimile: +1 212-403-2309 |
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By: | /s/Daniel W. Rabun |
Name: | Daniel W. Rabun | |
Title: | President and Chief Executive Officer |
By: | /s/Louis A. Raspino |
Name: | Louis A. Raspino | |
Title: | President and Chief Executive Officer |
By: | /s/Dean A. Kewish |
Name: | Dean A. Kewish | |
Title: | Vice President and Secretary |
By: | /s/Dean A. Kewish |
Name: | Dean A. Kewish | |
Title: | Vice President and Secretary |
Agreement and Plan of Merger
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OF
PRIDE INTERNATIONAL, INC.
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Board of Directors Ensco plc 6 Chesterfield Gardens London W1J 5BQ England | Deutsche Bank Securities Inc. Global Banking Mergers & Acquisitions 60 Wall Street New York, NY 10005 |
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Board of Directors Ensco plc Page 2 |
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OF THE STATE OF DELAWARE
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Item 20. | Indemnification of Officers and Directors |
Item 21. | Exhibits and Financial Statement Schedules. |
Exhibit No. | Description | |||
2 | .1 | Agreement and Plan of Merger by and among Ensco plc, Pride International, Inc., ENSCO International Incorporated, and ENSCO Ventures LLC, dated February 6, 2011 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report onForm 8-K filed on February 7, 2011).† | ||
2 | .2** | Amendment to Agreement and Plan of Merger by and among Ensco plc, Pride International, Inc., ENSCO International Incorporated, and ENSCO Ventures LLC, dated March 1, 2011. | ||
3 | .1 | Articles of Association of Ensco International plc (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report onForm 8-K filed on December 16, 2009, FileNo. 1-8097). | ||
3 | .2 | Certificate of Incorporation on Change of Name (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report onForm 8-K filed on April 1, 2010, FileNo. 1-8097). | ||
4 | .1 | Deposit Agreement, dated as of September 29, 2009, by and among ENSCO International Limited (now known as Ensco plc), Citibank, N.A., as Depositary, and the holders and beneficial owners of American Depositary Shares issued thereunder (incorporated by reference to Exhibit 4.1 to the Registration Statement of ENSCO International Limited onForm S-4 (FileNo. 333-162975) filed on November 9, 2009). |
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Exhibit No. | Description | |||
4 | .2 | Form of American Depositary Receipt for American Depositary Shares representing Deposited Class A Ordinary Shares of Ensco plc (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report onForm 8-K filed on April 1, 2010, FileNo. 1-8097). | ||
5 | .1** | Opinion of Baker & McKenzie LLP, London, counsel to Ensco, regarding legality of securities being registered. | ||
23 | .1** | Consents of Baker & McKenzie LLP, London (included in Exhibit 5.1). | ||
23 | .2* | Consent of KPMG LLP, Independent Registered Public Accounting Firm of Pride. | ||
23 | .3* | Consent of KPMG LLP, Independent Registered Public Accounting Firm of Ensco. | ||
24 | .1** | Powers of Attorney. | ||
99 | .1** | Form of Pride proxy card. | ||
99 | .2** | Form of Ensco proxy card. | ||
99 | .3** | Form of Ensco voting instruction card. | ||
99 | .4* | Consent of Deutsche Bank Securities Inc. | ||
99 | .5* | Consent of Goldman, Sachs & Co. |
† | A copy of any omitted schedules will be provided to the SEC upon request. | |
* | Filed herewith. | |
** | Previously filed. |
Item 22. | Undertakings. |
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Signature | Title | Date | ||||
/s/ Daniel W. Rabun Daniel W. Rabun | Chairman, President and Chief Executive Officer | April 22, 2011 | ||||
* James W. Swent III | Senior Vice President — Chief Financial Officer | April 22, 2011 | ||||
* David A. Armour | Vice President — Finance | April 22, 2011 | ||||
* Douglas J. Manko | Controller and Assistant Secretary | April 22, 2011 | ||||
* J. Roderick Clark | Director | April 22, 2011 | ||||
* C. Christopher Gaut | Director | April 22, 2011 | ||||
* Gerald W. Haddock | Director | April 22, 2011 | ||||
* Thomas L. Kelly II | Director | April 22, 2011 | ||||
* Keith O. Rattie | Director | April 22, 2011 | ||||
* Rita M. Rodriguez | Director | April 22, 2011 |
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Signature | Title | Date | ||||
* Paul E. Rowsey, III | Director | April 22, 2011 | ||||
/s/ Cary A. Moomjian, Jr. Cary A. Moomjian, Jr. | Company Secretary and Authorized Representative in the United States | April 22, 2011 | ||||
*By: /s/ Daniel W. Rabun Daniel W. Rabun | Attorney-in-fact | April 22, 2011 |
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2 | .1 | Agreement and Plan of Merger by and among Ensco plc, Pride International, Inc., ENSCO International Incorporated, and ENSCO Ventures LLC, dated February 6, 2011 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report onForm 8-K filed on February 7, 2011).† | ||
2 | .2** | Amendment to Agreement and Plan of Merger by and among Ensco plc, Pride International, Inc., ENSCO International Incorporated, and ENSCO Ventures LLC, dated March 1, 2011. | ||
3 | .1 | Articles of Association of Ensco International plc (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report onForm 8-K filed on December 16, 2009, FileNo. 1-8097). | ||
3 | .2 | Certificate of Incorporation on Change of Name (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report onForm 8-K filed on April 1, 2010, FileNo. 1-8097). | ||
4 | .1 | Deposit Agreement, dated as of September 29, 2009, by and among ENSCO International Limited (now known as Ensco plc), Citibank, N.A., as Depositary, and the holders and beneficial owners of American Depositary Shares issued thereunder (incorporated by reference to Exhibit 4.1 to the Registration Statement of ENSCO International Limited onForm S-4 (FileNo. 333-162975) filed on November 9, 2009). | ||
4 | .2 | Form of American Depositary Receipt for American Depositary Shares representing Deposited Class A Ordinary Shares of Ensco plc (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report onForm 8-K filed on April 1, 2010, FileNo. 1-8097). | ||
5 | .1** | Opinion of Baker & McKenzie LLP, London, counsel to Ensco, regarding legality of securities being registered. | ||
23 | .1** | Consents of Baker & McKenzie LLP, London (included in Exhibit 5.1). | ||
23 | .2* | Consent of KPMG LLP, Independent Registered Public Accounting Firm of Pride. | ||
23 | .3* | Consent of KPMG LLP, Independent Registered Public Accounting Firm of Ensco. | ||
24 | .1** | Powers of Attorney. | ||
99 | .1** | Form of Pride proxy card. | ||
99 | .2** | Form of Ensco proxy card. | ||
99 | .3** | Form of Ensco voting instruction card. | ||
99 | .4* | Consent of Deutsche Bank Securities Inc. | ||
99 | .5* | Consent of Goldman, Sachs & Co. |
† | A copy of any omitted schedules will be provided to the SEC upon request. | |
* | Filed herewith. | |
** | Previously filed. |
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