ATWOOD OCEANICS, INC. (NYSE:ATW) Files An 8-K Regulation FD Disclosure
Item7.01
| Regulation FD Disclosure |
On May29, 2017 Atwood Oceanics, Inc. (the
Company) and Ensco plc
(Ensco) issued a press release
announcing their entry into a definitive merger agreement to
which a wholly owned subsidiary of Ensco will merge with and into
the Company, with the Company surviving the merger and becoming a
wholly owned subsidiary of Ensco (the
Merger). Under the terms of the merger
agreement, at the effective time of the Merger, each Company
shareholder will receive 1.60 shares of Enscos ClassA ordinary
shares for each share of Company common stock owned by such
shareholder. The press release is attached hereto as Exhibit 99.1
and is incorporated into this Item 7.01 by reference.
On May29, 2017, the Company posted to its corporate website an
investor presentation related to the merger, which is included as
Exhibit 99.2 to this Current Report on Form 8-K and is
incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the
information set forth in this Item 7.01 and the attached Exhibit
99.1 and Exhibit 99.2 shall not be deemed filed for purposes of
Section18 of the Securities Exchange Act of 1934, as amended.
| Item8.01 | Other Events. |
To the extent required, the information included in Item 7.01 of
this Current Report on Form 8-K is incorporated into this
Item8.01.
| Item9.01 | Financial Statements and Exhibits |
(d) Exhibits
|
Exhibit Number |
Description |
|
| 99.1 | Press Release dated May30, 2017 | |
| 99.2 | Investor Presentation dated May30, 2017 |
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
Securities and Exchange Commission (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.
Participants in the
Solicitation
The Company and
Ensco 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 the Companys proxy statement
relating to its 2017 Annual Meeting of Shareholders and Enscos
proxy statement relating to its 2017 General Meeting of
Shareholders, as filed with the SEC on January9, 2017, and
March31, 2017, 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 joint proxy statement/prospectus and other relevant documents
regarding the transaction, which will be filed with the
SEC.
Cautionary
Note Regarding Forward-Looking Statements
Statements
included in this communication regarding the Company and Ensco
and the proposed merger and statements that are not historical
facts are forward-looking statements (including within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as
amended). 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 the Company, delays, costs
and difficulties related to the transaction, market conditions
and Enscos financial results and performance following the
completion of the merger, satisfaction of closing conditions,
ability to repay debt and timing thereof, availability and terms
of any financing and other factors detailed in the risk factors
section and elsewhere in the Companys and Enscos Annual Report on
Form 10-K for the year ended September30, 2016 and December31,
2016, respectively, and their respective other filings with 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 the Company and Ensco disclaim any intention or
obligation to update publicly or revise such statements, whether
as a result of new information, future events or
otherwise.
No Offer
or Solicitation
This communication
is not intended to and does not constitute an offer to sell or
the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the
solicitation of any vote in any jurisdiction to the proposed
transaction or otherwise, nor shall there be any sale, issuance
or transfer of securities in any jurisdiction in contravention of
applicable law. Subject to certain exceptions to be approved by
the relevant regulators or certain facts to be ascertained, the
public offer will not be made directly or indirectly, in or into
any jurisdiction where to do so would constitute a violation of
the laws of such jurisdiction, or by use of the mails or by any
means or instrumentality (including without limitation, facsimile
transmission, telephone and the internet) of interstate or
foreign commerce, or any facility of a national securities
exchange, of any such jurisdiction.
About ATWOOD OCEANICS, INC. (NYSE:ATW)
Atwood Oceanics, Inc. is an offshore drilling company engaged in the drilling and completion of exploration and development wells for the global oil and gas industry. The Company owns various types of drilling rigs, such as Ultra-Deepwater Rigs, Deepwater Semisubmersibles and Jackups. Its Ultra-deepwater Rigs and Deepwater Semisubmersibles include Atwood Achiever, Atwood Archer, Atwood Admiral, Atwood Advantage, Atwood Condor, Atwood Eagle and Atwood Osprey. Its Jackup Rigs included Atwood Mako, Atwood Manta, Atwood Aurora, Atwood Beacon and Atwood Orca. The Atwood Mako and Atwood Manta, both approximately 400-foot water depth Pacific Class jackup rigs, are operating offshore Vietnam and offshore Thailand. The Atwood Aurora, an approximately 350-foot water depth jackup, is operating offshore West Africa. The Atwood Beacon, an approximately 400-foot water depth jackup, is operating in the Mediterranean Sea. ATWOOD OCEANICS, INC. (NYSE:ATW) Recent Trading Information
ATWOOD OCEANICS, INC. (NYSE:ATW) closed its last trading session 00.00 at 8.08 with 2,692,449 shares trading hands.