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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Integration Leadership Team |
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DATE:
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April 14, 2011 |
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SUBJECT:
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Functional Integration Leaders First Weekly Meeting Held |
The Integration Leadership Team (ILT) conducted the first weekly update meeting of the Functional
Integration Leaders (FILs) yesterday. Following the kick-off meeting in Houston last week, the
FILs were tasked with completing their charters that lay out key objectives, and developing
detailed plans to ensure a smooth transition on Day One and beyond. Given our ability to now share
more information between Ensco and Pride to facilitate the integration, significant progress is
clearly being made that will bring our two companies together as one when the transaction closes.
The closing may occur as early as this quarter, subject to final shareholder approvals and the
terms of the merger agreement.
Each of the 17 functional groups reported significant accomplishments over the last week, provided
a look ahead for planned activities in the upcoming week, and discussed new issues or decisions
that need to be addressed. A few of the key accomplishments discussed by the FILs included:
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Our Marketing groups are beginning to work some bids and tenders jointly on appropriate
projects outside of the U.S. and with the knowledge and concurrence of the customer.
(Marketing) |
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A gap analysis of Enscos and Prides Safety Management Systems has been initiated.
(SHE) |
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Consolidated cash forecasting process is underway. (Treasury) |
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Codes of Business Conduct from each company are being combined. (Compliance) |
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A relocation vendor to accommodate Dallas to Houston moves was selected. (HR) |
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A review of both companys HR policies was undertaken and work is being done to
consolidate them. (HR) |
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E-Room was set up for information sharing among team members. (Enterprise Applications) |
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It was determined that Technical Training will report into HR in the new company.
(Technical Training) |
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A comprehensive project plan was drafted to achieve effective Day One communications
that will include a new corporate video, integrated website, marketing brochure, investor
presentation, etc. (Investor Relations/Corporate Communications/Branding) |
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A gap analysis of Enscos and Prides websites has been completed. (Investor
Relations/Corporate Communications/Branding) |
The ILT also took the opportunity to report that work is continuing on a number of fronts and that
some of their priorities include finalizing the management team for the new company, and
determining the structure for the business units. Announcements on some of these should be
forthcoming in the near term.
The ILT and FILs are looking ahead to next weeks meeting that will serve as a report to the
Executive Management Committee on initial observations and 100 Day Priorities of all of the groups,
and we will provide an update following that meeting.
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 document 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.