LONDON--(BUSINESS WIRE)--
Ensco plc (“Ensco” or the “Company”) (NYSE: ESV) today announced that
Institutional Shareholder Services, Inc. (“ISS”), Glass, Lewis & Co.
(“Glass Lewis”) and Egan-Jones Proxy Services (“Egan-Jones”), three
leading proxy advisory firms, recommend that Ensco shareholders vote
“FOR” the Company’s pending combination with Rowan Companies plc
(“Rowan”).
As announced on January 29, 2019, Ensco entered into an amendment to the
transaction agreement with Rowan under which the companies will combine
in an all-stock transaction. Under the terms of the amended transaction
agreement, upon closing, Rowan shareholders will receive 2.750 Ensco
shares for each Rowan share. All other terms and conditions of the
transaction agreement that Ensco and Rowan entered into on October 7,
2018 remain the same.
In its February 4, 2019 report, ISS concluded: “In light of the
reasonable valuation, the compelling strategic rationale of the proposed
transaction, and the positive impact to Ensco's balance sheet, support
FOR the proposed merger remains warranted.”
Ensco’s Board of Directors unanimously recommends that Ensco
shareholders vote “FOR” the proposal to combine with Rowan in an
all-stock transaction at the upcoming Ensco General Meeting, which is
necessary to complete the merger.
Ensco President and Chief Executive Officer Carl Trowell stated, “We are
pleased that ISS, Glass Lewis and Egan-Jones recognize the compelling
strategic and financial rationale of our planned merger with Rowan. We
believe that the combined company will be an industry-leading offshore
driller that will allow shareholders to participate in significant,
long-term value creation opportunities. With a fleet of
high-specification floaters and jack-ups, diverse customer base, broad
geographic presence and enhanced financial position, the combined
company will be able to compete strongly across market cycles.”
Ensco’s General Meeting will take place on February 21, 2019 at 4:00
p.m. (London time) at the Offices of Slaughter and May, One Bunhill Row,
London EC1Y 8YY, United Kingdom. Votes of Ensco shareholders submitted
prior to January 23, 2019 in favor of (or against) the Ensco shareholder
resolutions proposed in connection with the original transaction will
not be counted in respect of the transaction. Ensco shareholders are
therefore encouraged to vote in respect of the transaction, either by
submitting a proxy or voting instruction card in accordance with the
instructions set out in the supplemental proxy materials or by attending
the reconvened Ensco General Meeting and voting in person.
Shareholders who have questions about the merger and/or the process to
submit proxies or voting instructions may contact Ensco’s proxy
solicitors, D.F. King at +1 (800) 461-9313. Banks and Brokers may call
collect at +1 (212) 269-5550. Copies of the proxy statement and/or proxy
card may be obtained from D.F. King.
Ensco shareholders are encouraged to read the proxy materials in their
entirety as they provide, among other information, a discussion of the
reasons behind the recommendation of Ensco’s board of directors that
shareholders vote “FOR” the approvals necessary to complete the pending
merger.
About Ensco
Ensco plc (NYSE: ESV) brings energy to the world as a global provider of
offshore drilling services to the petroleum industry. For more than 30
years, the company has focused on operating safely and going beyond
customer expectations. Operating one of the newest ultra-deepwater rig
fleets and a leading premium jackup fleet, Ensco has a major presence in
the most strategic offshore basins across six continents. Ensco plc is
an English limited company (England No. 7023598) with its corporate
headquarters located at 6 Chesterfield Gardens, London W1J 5BQ. To learn
more, visit our website at www.enscoplc.com.
Forward-Looking Statements
Statements included in this document regarding the proposed
transaction between Ensco and Rowan, including closing conditions of the
proposed transaction, and other statements that are not historical
facts, are forward-looking statements (including within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and
Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”)). Forward-looking statements include words or phrases
such as “anticipate,’ “believe,” “contemplate,” “estimate,” “expect,”
“intend,” “plan,” “project,” “could,” “may,” “might,” “should,” “will”
and words and phrases of similar import. These statements
involve risks and uncertainties including, but not limited to, actions
by regulatory authorities, rating agencies or other third parties,
actions by the respective companies’ security holders, costs and
difficulties related to integration of Ensco and Rowan, delays, costs
and difficulties related to the transaction, market conditions, and
Ensco’s financial results and performance following the completion of
the transaction, satisfaction of closing conditions, ability to repay
debt and timing thereof, availability and terms of any financing and
other factors detailed in the risk factors section and elsewhere in
Ensco’s and Rowan’s Annual Report on Form 10-K for the year ended
December 31, 2017 and their respective other filings with the Securities
and Exchange Commission (the “SEC”), which are available on the SEC’s
website at www.sec.gov. Should
one or more of these risks or uncertainties materialize (or the other
consequences of such a development worsen), or should underlying
assumptions prove incorrect, actual outcomes may vary materially from
those forecasted or expected. All information in this
document is as of today. Except as required by law, both
Ensco and Rowan disclaim any intention or obligation to update publicly
or revise such statements, whether as a result of new information,
future events or otherwise.
Important Additional Information Regarding the Transaction Will Be
Filed with the SEC
In connection with the proposed transaction, Ensco and Rowan have filed
a joint proxy statement on Schedule 14A with the SEC. Ensco and Rowan
intend that the proposed transaction will be implemented by means of a
court-sanctioned scheme of arrangement between Rowan and Rowan’s
shareholders under the UK Companies Act 2006, as amended, in which case
the issuance of Ensco’s ordinary shares in the proposed transaction
would not be expected to require registration under the Securities Act,
pursuant to an exemption provided by Section 3(a)(10) under the
Securities Act. In the event that Ensco determines, with Rowan’s
consent, to structure the transaction as an offer or otherwise in a
manner that is not exempt from the registration requirements of the
Securities Act, Ensco will file a registration statement with the SEC
containing a prospectus with respect to Ensco’s ordinary shares that
would be issued in the proposed transaction. INVESTORS AND SECURITY
HOLDERS OF ENSCO AND ROWAN ARE ADVISED TO CAREFULLY READ THE JOINT PROXY
STATEMENT (WHICH INCLUDES AN EXPLANATORY STATEMENT IN RESPECT OF ANY
SCHEME OF ARRANGEMENT OF ROWAN, IN ACCORDANCE WITH THE REQUIREMENTS OF
THE UK COMPANIES ACT 2006) AND ANY REGISTRATION STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED
WITH THE TRANSACTION. A definitive joint proxy statement has been and
any registration statement/prospectus, as applicable, will be sent to
security holders of Ensco and Rowan in connection with the Ensco and
Rowan shareholder meetings. Investors and security holders may obtain a
free copy of the joint proxy statement (when available), any
registration statement/prospectus, and other relevant documents filed by
Ensco and Rowan with the SEC from the SEC's website at www.sec.gov.
Security holders and other interested parties will also be able to
obtain, without charge, a copy of the joint proxy statement, any
registration statement/prospectus, and other relevant documents (when
available) by directing a request by mail or telephone to either
Investor Relations, Ensco plc, 5847 San Felipe, Suite 3300, Houston,
Texas 77057, telephone 713-789-1400, or Investor Relations, Rowan
Companies plc, 2800 Post Oak Boulevard, Suite 5450, Houston, Texas
77056, telephone 713-621-7800. Copies of the documents filed by Ensco
with the SEC will be available free of charge on Ensco’s website at www.enscoplc.com
under the tab “Investors.” Copies of the documents filed by Rowan with
the SEC will be available free of charge on Rowan’s website at www.rowan.com/investor-relations.
Participants in the Solicitation
Ensco and Rowan and their respective directors, executive officers and
certain other members of management may be deemed to be participants in
the solicitation of proxies from their respective security holders with
respect to the transaction. Information about these persons is set forth
in the joint proxy statement filed by Ensco and Rowan with the SEC on
December 11, 2018, respectively, and subsequent statements of changes in
beneficial ownership on file with the SEC. Security holders and
investors may obtain additional information regarding the interests of
such persons, which may be different than those of the respective
companies' security holders generally, by reading the joint proxy
statement, any registration statement and other relevant documents
regarding the transaction, which will be filed with the SEC.
No Offer or Solicitation
This document is not intended to and does not constitute an offer to
sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the
solicitation of any vote in any jurisdiction pursuant to the proposed
transaction or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. Subject to certain exceptions to be approved by the
relevant regulators or certain facts to be ascertained, the public offer
will not be made directly or indirectly, in or into any jurisdiction
where to do so would constitute a violation of the laws of such
jurisdiction, or by use of the mails or by any means or instrumentality
(including without limitation, facsimile transmission, telephone and the
internet) of interstate or foreign commerce, or any facility of a
national securities exchange, of any such jurisdiction.
Service of Process
Ensco and Rowan are incorporated under the laws of England and Wales. In
addition, some of their respective officers and directors reside outside
the United States, and some or all of their respective assets are or may
be located in jurisdictions outside the United States. Therefore,
investors may have difficulty effecting service of process within the
United States upon those persons or recovering against Ensco, Rowan or
their respective officers or directors on judgments of United States
courts, including judgments based upon the civil liability provisions of
the United States federal securities laws. It may not be possible to sue
Ensco, Rowan or their respective officers or directors in a non-U.S.
court for violations of the U.S. securities laws.
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Ensco plc
Nick Georgas, 713-430-4607
Senior Director –
Investor Relations and Communications
Ensco plc
Tim Richardson, 713-430-4490
Manager – Investor
Relations
Source: Ensco plc