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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26 April 2011 |
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SUBJECT: |
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Significant Merger Decisions Announced |
New Additions to Enscos Senior Leadership
In addition to the previously announced selection of Dan Rabun as Chairman, President and CEO and
Jay Swent as Sr. Vice President and Chief Financial Officer, we are pleased to announce the
following additions to the senior leadership team of our combined companies.
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Bill Chadwick will be named Executive Vice President and Chief Operating Officer. Bill
will be based in Houston and will be responsible for our global operations. Bill will have
additional responsibility for our technical, supply chain and SHE functions. |
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Mark Burns will be named Sr. Vice President Western Hemisphere. Mark will be based
in Houston and will be responsible for all operations in North and South America. Mark
will report to Bill Chadwick. |
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Carey Lowe will be named Sr. Vice President Eastern Hemisphere. Carey will be based
in London and will be responsible for all operations in Europe, Africa and Asia Pacific.
Carey will report to Bill Chadwick. |
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John Knowlton will be named Sr. Vice President Technical. John will be based in
Houston and will be responsible for our global engineering, asset management and capital
projects functions. John will report to Bill Chadwick. |
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Kevin Robert will be named Sr. Vice President Marketing. Kevin will be based in
Houston and will be responsible for our global contracting, sales and marketing efforts.
Kevin will report to Dan Rabun. |
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Brady Long will be named Vice President, General Counsel and Corporate Secretary. Brady
will be based in Houston and will responsible for our legal, corporate compliance and
governance functions. Brady will report to Dan Rabun. |
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Mike Wiley will be named Vice President Human Resources. Mike will be based in
Houston and will be responsible for our global human resources efforts. Mike will report
to Dan Rabun. |
Although these selections are contingent upon shareholder approval of the merger and formal
appointments by the Board of Directors, we would ask that you join us in congratulating these
individuals. In particular, we would like to welcome Kevin and Brady to the Ensco family.
Additional announcements will be forthcoming as personnel decisions are finalized. We are looking
forward to assembling a world-class team and continuing to build the best offshore drilling company
in the world.
New Organizational Structure
Post-merger, Ensco will be organized and managed along the following geographical regions:
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North and South America (ex. Brazil) NSA |
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Brazil BRZ |
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Europe and the Mediterranean EUM |
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Middle East and Africa MEA |
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Asia and Pacific Rim APR |
NSA and BRZ will report to Mark Burns, Senior Vice President Western Hemisphere. EUM, MEA, and
APR will report to Carey Lowe, Senior Vice President Eastern Hemisphere. The management of
these business units will be communicated to Ensco and Pride within the next week.
SEC Reporting Structure Determined
Financial reporting segments for the newly-combined company were determined and will be structured
around water depth as follows:
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Deepwater |
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Midwater |
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Jackups |
Our SEC filings will reflect this new reporting structure beginning with our first quarterly filing
post-merger.
New Rig Names
The EMC decided that the Pride fleet will be renamed consistent with the Ensco rig-naming protocol
based on a numbering system. The new names of the rigs in the Pride fleet are shown on the
attachment and will be effective immediately for internal purposes upon closing of the merger.
Functional Integration Leadership Meetings
Finally, meetings were held in Dallas last week for the Functional Integration Leaders (FILs) to
report on Preliminary Observations & 100 Day Priorities. Specifically, the teams identified key
similarities and differences between the respective Pride and Ensco functions, integration
opportunities and challenges, and key actions and changes that need to take place between now and
100 days after the merger closing in order to ensure a smooth transition and business continuity.
The FILs put tremendous energy and effort into understanding each companys processes, procedures,
culture, etc., and identifying critical issues and interdependencies. As a result, the meetings
were exceptionally productive and provided a solid foundation for the ongoing success of our
integration efforts. More importantly, the FILs continue to maintain focus on our highest
priorities safety, operational excellence, and exceeding our customers expectations.
Integration Team Leaders
Michael Howe Team Leader
Lonnie Bane
John Knowlton
Chris Weber
Mike Wiley
Forward-Looking Statements
Statements included in this document regarding the consummation of the proposed transaction and
post-closing integration efforts, management structure, benefits, expected synergies and other
expense savings and operational and administrative efficiencies, opportunities, timing, expense and
effects of the transaction and integration efforts, financial reporting and accounting policies 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 for additional borrowing capacity after the transaction,
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.
Additional Information
In connection with the proposed acquisition of Pride International, Inc., Ensco has 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 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. The definitive joint proxy statement/prospectus is being 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 may also 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,
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 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, 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 with the SEC.