Filed by
Ensco plc
Pursuant to Rule 425 of the Securities Act of 1933, as amended, and
deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934,
as amended
Subject Company: Pride International, Inc.
Commission File No: 001-13289
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TO:
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All Dallas Based Employees |
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FROM:
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Mike Wiley |
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DATE:
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7 February 2011 |
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SUBJECT:
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Acquisition of Pride International |
This morning, we announced an agreement to acquire Pride International. The acquisition is subject
to shareholder approval, which we anticipate receiving during the second quarter. Also announced
were our plans to relocate our Dallas office to Houston. The pending move to Houston reflects a
strategic decision that will enable us to be closer to key customers, vendors and the industry in
general. It will also enable us to expeditiously streamline and consolidate our operations with
Pride.
While on one hand this is a time to celebrate Enscos continued growth, we also recognize that it
is a time of significant concern for employees who may be affected by the move to Houston. Over
the next several months, we will be evaluating the needs of the combined organization and decisions
will be reached regarding each of our employees in Dallas. Some employees will be asked to
relocate to Houston and others will not be offered continued employment with the combined company.
These decisions are very difficult and we fully recognize the sacrifice we are asking each of you
and your families to make for our company. Additional details about the move to Houston will be
communicated as soon as they are reached.
In an effort to assist those who are not offered continued employment, we have developed the
attached severance plan. We will also provide outplacement services to further assist employees
through an employment transition period. In return, we ask that employees continue to stay focused
on their jobs and support the organizations efforts to smoothly consolidate in Houston.
The exact timing for the move to Houston has not been finalized; however, efforts will commence
immediately upon shareholder approval. At this time, our best estimate is that the Dallas office
will transition sometime around the end of the year.
Throughout the transition, we will continue to communicate in an honest and straightforward
fashion. My door is always open and I will be pleased to answer any questions you may have.
Sincerely,
Mike
Forward-Looking Statements
Statements included in this document regarding the consummation of the proposed transaction,
benefits, expected synergies and other expense savings and operational and administrative
efficiencies, opportunities, timing, expense and effects of the transaction, contemplated financing
of the transaction, financial performance, accretion to earnings, revenue growth, future dividend
levels, credit ratings or other attributes of the combined companies and other statements that are
not historical facts, are forward-looking statements. 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 acquired businesses,
delays, costs and difficulties related to the transaction, market conditions, and the combined
companies financial results and performance, consummation of financing, satisfaction of closing
conditions, ability to repay debt and timing thereof, availability and terms of any financing and
other factors detailed in risk factors and elsewhere in each companys Annual Report on Form 10-K
for the year ended December 31, 2009, and their respective other filings with the Securities and
Exchange Commission (the SEC), which are available on the SECs 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 companies 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 will file a registration statement including a
joint proxy statement/prospectus of Ensco and Pride with the SEC. INVESTORS AND SECURITY
HOLDERS OF ENSCO AND PRIDE ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT AND PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS TO IT) WHEN IT BECOMES AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION
AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy
statement/prospectus will be sent to security holders of Ensco and Pride seeking their approval of
the proposed transaction. Investors and security holders may obtain a free copy of the joint proxy
statement/prospectus (when available) and other relevant documents filed by Ensco and Pride with
the SEC from the SECs website at www.sec.gov. Security holders and other interested parties will
also be able to obtain, without charge, a copy of the joint proxy statement/prospectus and other
relevant documents (when available) by directing a request by mail or telephone to either Investor
Relations, Ensco plc, 500 N. Akard, Suite 4300, Dallas, Texas 75201, telephone 214-397-3015, or Investor
Relations, Pride International, Inc., 5847 San Felipe, Suite 3300, Houston, Texas 77057, telephone
713-789-1400. Copies of the documents filed by Ensco with the SEC will be available free of charge
on Enscos website at www.enscoplc.com under the tab Investors. Copies of the documents filed by
Pride with the SEC will be available free of charge on Prides website at
www.prideinternational.com under the tab Investor Relations. Security holders may also read and
copy any reports, statements and other information filed with the SEC at the SEC public reference
room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330
or visit the SECs website for further information on its public reference room.
Ensco and Pride 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
Enscos proxy statement relating to its 2010 General Meeting of Shareholders and Prides proxy
statement relating to its 2010 Annual Meeting of Stockholders, as filed with the SEC on 5 April
2010 and 1 April 2010, respectively, and subsequent statements of changes in beneficial ownership
on file with the SEC. Security holders and investors may obtain additional information regarding
the interests of such persons, which may be different than those of the respective companies
security holders generally, by reading the joint proxy statement/prospectus and other relevant
documents regarding the transaction, which will be filed with the SEC.