Ensco, Atwood file definitve proxy materials for merger agreement

8/18/2017

LONDON and HOUSTON -- Ensco plc and Atwood Oceanics, Inc. announced today the filing of definitive proxy materials with the U.S. Securities and Exchange Commission in connection with the previously announced merger agreement under which Ensco will acquire Atwood in an all-stock transaction.

Ensco and Atwood will hold their respective shareholder meetings related to the merger on 5 October 2017. The Ensco and Atwood boards of directors unanimously recommend that shareholders vote “FOR” each company’s respective proposals set forth in the joint proxy statement/prospectus at their respective shareholder meetings.

“This transaction is a unique opportunity to significantly strengthen and renew Ensco’s fleet at a key juncture in the market recovery cycle by adding high-specification, complementary assets at attractive valuations,” said Ensco CEO and president Carl Trowell. “By combining our fleets, we further our position as the offshore driller of choice and expect to create significant shareholder value with substantial upside relative to stand-alone scenarios, while maintaining financial flexibility through 2024.”

Ensco’s general meeting of shareholders is scheduled to take place on 5 October 2017 at 3:00 p.m. (London time) at the Offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY, England. All shareholders of record of Ensco’s common stock as of the close of business on Aug. 23, 2017 will be entitled to vote their shares either in person or by proxy at the shareholder meeting.

Atwood’s 2017 special meeting of shareholders is scheduled for Oct. 5, 2017 at 9:00 a.m. (Houston time) at 15011 Katy Freeway, First Floor, Houston, Texas 77094. All shareholders of record of Atwood’s common stock as of the close of business on Aug. 23, 2017 will be entitled to vote their shares either in person or by proxy at the shareholder meeting.

As previously announced on 30 May 2017, Ensco and Atwood have entered into a definitive merger agreement under which Ensco will acquire Atwood in an all-stock transaction that was unanimously approved by each company’s board of directors. Under the terms of the merger agreement, Atwood shareholders will receive 1.60 shares of Ensco for each share of Atwood common stock for a total value of $10.72 per Atwood share based on Ensco’s closing share price of $6.70 on 26 May 2017. Upon close of the transaction, Ensco and Atwood shareholders will own approximately 69% and 31%, respectively, of the outstanding shares of Ensco plc. There are no financing conditions for this transaction. On June 29 2017, Ensco and Atwood announced early termination of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976. The company anticipates closing the transaction in the first week of October 2017.

Related News ///

FROM THE ARCHIVE ///

Comments ///

comments powered by Disqus