ATWOOD OCEANICS, INC. (NYSE:ATW) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On May29, 2017 Atwood Oceanics, Inc. (the
Company) entered into an Agreement and
Plan of Merger (the Merger Agreement)
with Ensco plc (Ensco) and Echo Merger
Sub LLC, a wholly owned subsidiary of Ensco (Merger
Sub), to which Ensco will acquire the Company an
all-stock transaction.

The Merger Agreement provides that Merger Sub will merge with and
into the Company (the Merger), with the
Company continuing as the surviving company and a wholly owned
subsidiary of Ensco. Subject to the terms and conditions of the
Merger Agreement, at the effective time of the Merger (the
Effective Time), each share of Company
common stock, par value $1.00 per share (the Company
Common Stock) (other than shares of Company Common
Stock held by Ensco, Merger Sub or the Company), will be
converted into the right to receive 1.60 validly issued, fully
paid and nonassessable ClassA ordinary shares of Ensco, nominal
value $0.10 (the Ensco Shares),
equivalent to total consideration of $10.72 per Company share,
based on the closing price of Enscos stock of $6.70 on May26,
2017.

The board of directors of the Company has unanimously approved
and adopted the Merger Agreement and has agreed, subject to
certain exceptions set forth in the Merger Agreement, to
recommend that the Companys shareholders approve the Merger. Each
of the Company and Ensco has also agreed not to directly or
indirectly solicit competing acquisition proposals or, subject to
certain exceptions with respect to unsolicited proposals that may
be deemed to be superior proposals, to enter into discussions
concerning, or provide confidential information in connection
with, any alternative business combinations. The Merger Agreement
further provides that, upon termination of the Merger Agreement
under certain circumstances, the Company or Ensco may be required
to reimburse the other party for its expenses in an amount up to
$10million. Further, the Merger Agreement provides that, upon
termination of the Merger Agreement under certain circumstances,
Ensco may pay the Company a reverse termination fee in an amount
equal to $50million (less any expenses reimbursed Ensco), and the
Company may pay Ensco a termination fee in an amount equal to
$30million (less any expenses reimbursed by the Company).

The Merger Agreement contains customary representations,
warranties and covenants by the Company, Merger Sub and Ensco.
The Merger Agreement also contains customary pre-closing
covenants, including the obligation of the Company and Ensco to
conduct their respective businesses in the ordinary course of
business and to refrain from taking specified actions without the
consent of the other party.

Completion of the Merger is subject to certain customary
conditions, including approval of the allotment and issuance of
Ensco Shares by Enscos shareholders, approval of the Merger by
the Companys shareholders, and receipt of required regulatory
approvals. The Merger is expected to close in the third quarter
of 2017.

The foregoing description of the Merger Agreement and the Merger
does not purport to be complete and is subject to, and qualified
in its entirety by, reference to the full text of the Merger
Agreement, which is filed as Exhibit 2.1 hereto and incorporated
by reference herein.

The Merger Agreement and the above description have been included
to provide investors and security holders with information
regarding the terms of the Merger Agreement. They are not
intended to provide any other factual information about the
Company, Ensco or their respective subsidiaries or affiliates or
equity holders. The representations, warranties and covenants
contained in the Merger Agreement were made only for purposes of
those agreements and as of specific dates, were solely for the
benefit of the parties to the Merger Agreement and may be subject
to limitations agreed upon by the parties, including being
qualified by confidential disclosures made by each contracting
party to the other for the purposes of allocating contractual
risk between them that differ from those applicable to investors.
Investors should be aware that the representations, warranties
and covenants or any description thereof may not reflect the
actual state of facts or condition of the Company, Merger Sub,
Ensco or any of their respective subsidiaries, affiliates,
businesses, or equity holders. Moreover, information concerning
the subject matter of the representations, warranties and
covenants may change after the date of the Merger Agreement,
which subsequent information may or may not be fully reflected in
public disclosures by the Company or Ensco. Accordingly,
investors should read the representations and warranties in the
Merger Agreement not in isolation but only in conjunction with
the other information about the Company or Ensco and their
respective subsidiaries that the respective companies include in
reports, statements and other filings they make with the U.S.
Securities and Exchange Commission (the
SEC).

In connection with the announcement of the Merger, on May30,
2017, the Company sent a letter and made a presentation to its
employees, which are filed as Exhibit 99.1 and Exhibit 99.2,
respectively.

(d) Exhibits

* * *

Additional Information and Where You Can Find It

This communication does not constitute an offer to sell
or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. The proposed merger between
the Company and Ensco will be submitted to the respective
shareholders of the Company and Ensco for their
consideration.

In connection with the proposed merger, the Company will file a
registration statement on Form S-4, including a joint proxy
statement/prospectus of the Company and Ensco, with the SEC.
INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND ENSCO ARE
ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT AND PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE MERGER, THE PARTIES TO THE MERGER
AND THE RISKS ASSOCIATED WITH THE MERGER. A definitive joint
proxy statement/prospectus will be sent to security holders of
the Company and Ensco seeking their approval of the proposed
merger connection with the Company and Ensco shareholder
meetings. Investors and security holders may obtain a free copy
of the joint proxy statement/prospectus (when available) and
other relevant documents filed by the Company and Ensco 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 joint proxy statement/prospectus and other
relevant documents (when available) by directing a request by
mail or telephone to either Investor Relations, Atwood Oceanics,
Inc.,

15011 Katy Freeway, Suite 800, Houston, Texas 77094, telephone
281-749-7840, or Investor Relations, Ensco plc, 5847 San Felipe,
Suite 3300, Houston, Texas 77057, telephone 713-430-4607. Copies
of the documents filed by the Company with the SEC will be
available free of charge on Atwoods website at www.atwd.com under
the tab Investor Relations. Copies of the documents filed by
Ensco with the SEC will be available free of charge on Enscos
website at www.enscoplc.com under the tab Investors. 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.