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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The Integration Leadership Team |
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DATE:
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April 7, 2011 |
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SUBJECT:
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Functional Integration Leaders Meeting Held |
The Functional Integration Leaders (FILs) met in Houston yesterday to begin formal planning
for the integration of Ensco and Pride. The leaders of these teams, previously announced and shown
below, drafted charters that will guide them through the next several months. The main elements of
the charters include defining key objectives, interdependencies, major decisions, required
information and milestone dates.
Importantly, as reported last week, U.S. regulators have completed their review of our proposed
merger in terms of antitrust matters. Therefore, employees of Ensco and Pride may now share
information to facilitate the integration of our two companies. Sensitive data (wages/salaries,
business strategies, etc.) should only be disclosed on a need-to-know basis and remains subject
to a confidentiality agreement. Information regarding joint bids should be evaluated in advance by
the legal department of each company.
The teams will report their accomplishments to the ILT on a regular basis. As the teams meet and
work towards achieving key objectives, we will advise you of major tasks completed and next steps.
We know that this is both an exciting and uncertain time for employees. We appreciate your support
and hard work as we move toward the closing date and the full integration of our companies to
become the second largest offshore driller in the world with one of the youngest and most capable
fleets.
Integration Team Leaders
Michael Howe Team Leader
Lonnie Bane
John Knowlton
Chris Weber
Mike Wiley
Forward-Looking Statements
Statements regarding the consummation of the proposed transaction, as well as any other statements
that are not historical facts in this press release are forward-looking statements within the
meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These
forward-looking statements are subject to certain risks, uncertainties and assumptions including,
but not limited to, actions by regulatory authorities, actions by the respective companies
security holders, satisfaction of closing conditions and other factors disclosed from time to time
in filings with the Securities and Exchange Commission (the SEC). As a result of these factors,
actual results may differ materially from those indicated or implied by such forward-looking
statements. 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.
Additional Information
In connection with the proposed merger, 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, definitive joint proxy
statement/prospectus (when available) and other relevant documents regarding the transaction filed
by Ensco and Pride with the SEC.