Ensco plc (NYSE:ESV) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On May30, 2017 Ensco plc (the Company) and
Atwood Oceanics,Inc. (Atwood) issued a
press release announcing their entry into a definitive merger
agreement to which a wholly owned subsidiary of the Company will
merge with and into Atwood, with Atwood surviving the merger and
becoming a wholly owned subsidiary of the Company (the
Merger). Under
the terms of the merger agreement, at the effective time of the
Merger, each Atwood shareholder will receive 1.60 shares of the
Companys ClassA ordinary shares for each share of Atwood common
stock owned by such shareholder. The press release is attached
hereto as Exhibit99.1 and is incorporated into this Item 7.01 by
reference.
On May30, 2017, the Company posted to its corporate website an
investor presentation related to the merger, which is included as
Exhibit99.2 to this Current Report on Form8-K and is incorporated
into this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form8-K, the
information set forth in this Item 7.01 and the attached
Exhibit99.1 and Exhibit99.2 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 Form8-K is incorporated into this Item
8.01.
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 Atwood will be submitted to the respective
shareholders of the Company and Atwood for their
consideration.
In connection with the proposed merger, the Company will file a
registration statement on FormS-4, including a joint proxy
statement/prospectus of the Company and Atwood, with the
Securities and Exchange Commission (the SEC). INVESTORS AND
SECURITY HOLDERS OF THE COMPANY AND ATWOOD 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 Atwood seeking their approval of the proposed
merger connection with the Company and Atwood 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 Atwood 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, Ensco plc, 5847
San Felipe, Suite3300, Houston, Texas 77057, telephone
713-430-4607, or Investor Relations, Atwood Oceanics,Inc., 15011
Katy Freeway, Suite800, Houston, Texas 77094, telephone
281-749-7840. Copies of the documents filed by the Company with
the SEC will be available free of charge on Enscos website at
www.enscoplc.com under the tab Investors. Copies of the documents
filed by Atwood with the SEC will be available free of charge on
Atwoods website at www.atwd.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.
Participants in the Solicitation
The Company and Atwood 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 General
Meeting of Shareholders and Atwoods proxy statement relating to
its 2017 Annual Meeting of Shareholders, as filed with the SEC
on March31, 2017 and January9, 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 Atwood and the proposed merger and statements that are not
historical facts are forward-looking statements (including
within the meaning of Section21E of the Securities Exchange Act
of 1934, as amended, and Section27A 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
Atwood, delays, costs and difficulties related to the
transaction, market conditions and the Companys 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 Atwoods Annual Report on Form10-K
for the year ended December31, 2016 and September30, 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 Atwood 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.
Service of Process
The Company is incorporated under the laws of England and
Wales. In addition, some of its officers and directors reside
outside the United States, and some or all of its assets are or
may be located in jurisdictions outside the United States.
Therefore, investors may have difficulty effecting service of
process within the United States upon those persons or
recovering against the Company or its officers or directors on
judgments of United States courts, including judgments based
upon the civil liability provisions of the United States
federal securities laws. It may not be possible to sue the
Company or its officers or directors in a non-U.S. court for
violations of the U.S. securities laws.
About Ensco plc (NYSE:ESV)
Ensco plc is an offshore contract drilling company. The Company provides offshore contract drilling services to the international oil and gas industry. The Company’s segments include Floaters, Jackups and Other. Its Floaters segment includes the Company’s drillships and semisubmersible rigs, and provides contract drilling. The Jackups segments provide contract drilling. The Other segment consists of management services on rigs owned by third parties. It owns and operates an offshore drilling rig fleet of over 60 rigs, including approximately four rigs under construction. Its rig fleet includes approximately 10 drill ships, over 10 semisubmersible rigs, approximately three moored semisubmersible rigs and over 40 jackup rigs. Of its approximately 70 rigs, approximately 30 are located in the Middle East, Africa and Asia Pacific, over 20 are located in North and South America (including Brazil), and approximately 20 are located in Europe and the Mediterranean. Ensco plc (NYSE:ESV) Recent Trading Information
Ensco plc (NYSE:ESV) closed its last trading session 00.00 at 6.70 with 11,560,432 shares trading hands.