e425
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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Ensco plc
6 Chesterfield Gardens
London W1J 5BQ
www.enscoplc.com
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Press Release |
Ensco plc and Pride International Announce Special Shareholder Meetings
to be Held on 31 May 2011 to Vote on Proposed Combination
24 May 2011 Vote Cut-Off Date for Enscos Special Shareholder Meeting
London, England and Houston, Texas, 26 April 2011 ... Ensco plc (NYSE: ESV) and Pride
International, Inc. (NYSE: PDE) jointly announced today that they each will hold special
shareholder meetings on 31 May 2011 to vote on the merger of their companies, creating the worlds
second largest mobile offshore drilling fleet. The Ensco and Pride joint proxy statement/prospectus
has been finalized and soon will be distributed to shareholders of both companies. The Ensco and
Pride boards of directors have recommended that their respective shareholders vote in favor of the
merger at their respective special meetings.
We look forward to completing this transaction and bringing our two companies together,
commented Enscos Chairman & CEO Dan Rabun. This merger will create the worlds second largest
mobile offshore drilling fleet and provide many benefits to customers, employees and shareholders.
Ensco and Pride previously announced a definitive merger agreement under which Ensco will
acquire Pride in a cash and stock transaction. In preparation for the shareholder meetings, Ensco
and Pride satisfied antitrust and securities regulatory requirements and Ensco successfully
completed a $2.5 billion senior notes offering, the net proceeds of which will facilitate the Pride
acquisition.
Holders of Ensco American depository shares (ADS) at the close of business on 11 April 2011
may vote their shares in connection with Enscos special meeting, which will be held on 31 May
2011 at 8:30 a.m. (London time) at 6 Chesterfield Gardens, London, W1J 5BQ. Pride stockholders who
held Prides common stock at the close of business on 11 April 2011 may vote and attend Prides
special meeting, which will be held on 31 May 2011 at 8:00 a.m. (Houston time) at the Hotel
Granduca, 1080 Uptown Park Blvd., Houston, Texas 77056.
Please note that votes for Enscos special shareholder meeting must be received by the 24
May 2011 cut-off date in order for the ADS depositary to properly record votes. For employees and
directors holding shares in Ensco benefit plans, the cut-off date to vote is 19 May 2011.
Shareholders who have questions about the merger and/or the process to submit proxies or
voting instructions may contact Enscos proxy solicitor, D.F. King at (800) 859-8509 or Prides
proxy solicitor, Innisfree M&A Incorporated at (877) 825-8772. Additional copies of the proxy
statement/prospectus and/or proxy card may be obtained from the proxy solicitors.
Shareholders of both companies are encouraged to read the proxy materials in their entirety as
they provide, among other matters, a discussion of the reasons behind the recommendation of each
companys board of directors that shareholders vote FOR the approvals necessary to complete the
proposed merger.
Continued Ensco plc Press Release
Ensco plc (NYSE: ESV) brings energy to the world as a global provider of offshore drilling
services to the petroleum industry. With a fleet of ultra-deepwater semisubmersible and premium
jackup drilling rigs, Ensco serves customers with high-quality equipment, a well-trained workforce
and a strong record of safety and reliability. Ensco recently earned the top rating for overall
customer satisfaction in the leading independent survey conducted by EnergyPoint Research with #1
rankings in eleven separate categories. To learn more about Ensco, please visit our website at
www.enscoplc.com. Ensco plc is an English limited company (England No. 7023598) with its registered
office and corporate headquarters located at 6 Chesterfield Gardens, London W1J 5BQ.
Pride International, Inc., headquartered in Houston, Texas, operates a fleet of 26 mobile
offshore drilling units, consisting primarily of floating rigs (semisubmersibles and drillships)
that address deepwater drilling programs around the world. The company has one of the youngest and
most technologically advanced deepwater drilling fleets in the offshore industry, with five
drillships, including three delivered since the beginning of 2010, six semisubmersible rigs and two
managed deepwater rigs. Two additional deepwater drillships are currently under construction with
expected deliveries in 2011 and 2013. The companys fleet also includes six other semisubmersible
rigs and seven jackup rigs. Pride Internationals floating rig fleet operates primarily offshore
Brazil and West Africa where the company has a long-standing presence.
Additional Information
In connection with the proposed acquisition of Pride International, Inc., Ensco filed a
registration statement including a definitive joint proxy statement/prospectus of Ensco and Pride
with the SEC, which the SEC declared effective on 25 April 2011. 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) BECAUSE IT CONTAINS IMPORTANT
INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE
TRANSACTION. The 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 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 definitive joint proxy statement/prospectus 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, 214-397-3015, or Investor Relations, Pride International, 5847 San
Felipe Street, Suite 3300, Houston, TX 77057, 713-917-2020. 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 2011 Annual General Meeting of Shareholders and Prides
proxy statement relating to its 2010 Annual Meeting of Stockholders, as filed with the SEC on 5
April 2011 and 1 April 2010, respectively. 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 have been filed with the SEC.
Forward-Looking Statements
Statements included in this document regarding the scheduled shareholder meetings, consummation of
the proposed transaction, benefits to customers, employees and shareholders, growth potential,
timing, effects of the transaction, contemplated financing of the transaction, or other attributes
of the combined companies, expected shipyard deliveries and other statements that are not
historical facts, are forward-looking statements. Forward-looking
Continued Ensco plc Press Release
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, including pending class action litigation, 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,
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, 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.
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Investor and Media Contact(s):
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Ensco plc
Sean ONeill
Vice President
Investor Relations and Corporate Communications
214-397-3011 |
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Pride International, Inc.
Analyst Contact
Jeffrey L. Chastain
Vice President
Investor Relations and Corporate Communications
713-917-2020
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Media Contact
Kate Perez
Director
Investor Relations and Corporate Communications
713-917-2343 |