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 Ensco and Pride International Employees |
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FROM:
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Dan Rabun and Louis Raspino |
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DATE:
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March 24, 2011 |
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SUBJECT:
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Integration Leadership Team |
Today, we are pleased to announce a major step toward successfully combining Ensco and Pride
International and creating the worlds best offshore driller. We have appointed an Integration
Leadership Team (ILT) that will be responsible for oversight of all integration efforts between
our two companies.
The ILTs mission is simple: to ensure the successful and smooth global integration of Ensco and
Pride International, while remaining completely focused on our highest priorities safety,
operational excellence, and exceeding our customers expectations.
Specifically, the ILT is tasked with:
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Establishment of integration strategy and governance |
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Continuous assessment and measurement of progress toward goals |
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Coordination of activities among functional sub-teams (Operations, IT, Accounting, etc.) |
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Facilitation of rapid decision-making up and down the management chain |
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Harmonization of critical stakeholder communications |
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Identification and mitigation of threats to operational readiness from Day 1 of the
merger |
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Tracking, reporting and delivering on integration synergies |
Enscos ILT representatives will be Michael Howe, Treasurer; John Knowlton, VP Engineering and
Capital Projects; and Mike Wiley, VP-HR. Pride Internationals ILT representatives will be Lonnie
Bane, SVP HR and Chris Weber, VP Operations Support.
In the days ahead, leaders of functional sub-teams will be appointed. There will be two leaders on
all sub-teams one from Ensco and one from Pride International. These sub-team leaders will be
responsible for overseeing and managing the integration of their respective departments in
coordination with the ILT.
For those not involved in transition activities at this time, it continues to be business as usual.
Our two companies must continue to operate independently, and unless you are specifically
authorized you should not make contact with employees from the other company regarding ongoing
operations or integration activities. If you have questions about this, you should discuss the
issue with your supervisor before taking action.
Additional news regarding our transition plans will be communicated in the days and weeks ahead.
During this time, we ask that you continue to focus on safety, operational excellence, and
exceeding our customers expectations.
Thank you for your ongoing support and cooperation as we move forward together to create the
worlds best offshore driller.
Regards,
/s/ Dan Rabun
Dan Rabun
Chairman, President and CEO Ensco plc
/s/ Louis Raspino
Louis Raspino
President and CEO Pride International, Inc.
Important Additional Information Regarding the Pending Merger with Pride International Has
Been Filed with the SEC
In connection with the proposed transaction, Ensco has filed a registration statement including a
preliminary 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
PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS TO IT)
BECAUSE IT CONTAINS 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 definitive 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 may
also obtain, without charge, a copy of the definitive joint proxy statement/prospectus (when
available) and other relevant documents 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
are 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 are 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 registration statement, the definitive joint proxy
statement/prospectus (when available) and other relevant documents regarding the transaction filed
by Ensco and Pride with the SEC.
Forward-Looking Statements
Statements included in this document regarding the consummation of the proposed transaction,
benefits, expected synergies and other effects of the transaction 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 31 December 2010, 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.