Attached files
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8-K - FORM 8-K - Valaris Ltd | d70011e8vk.htm |
EX-99.3 - EX-99.3 - Valaris Ltd | d70011exv99w3.htm |
EX-99.2 - EX-99.2 - Valaris Ltd | d70011exv99w2.htm |
Exhibit 99.1
Ensco International Incorporated | News Release | |||
500 North Akard | ||||
Suite 4300 | ||||
Dallas, TX 75201-3331 | ||||
Phone: (214) 397-3000 | ||||
www.enscointernational.com |
Ensco Announces Plan to Change Corporate Structure
Designed to Enhance Worldwide Business Operations
Dallas, November 9, 2009 Ensco International Incorporated (NYSE: ESV) today announced that
its Board of Directors has unanimously approved a plan to change the Companys corporate structure.
The contemplated restructuring is designed to further enhance Enscos worldwide business
operations.
Under the proposed plan, Enscos legal domicile would change from Delaware to the U.K., where
the corporate headquarters would be relocated. Ensco has substantial operations in the U.K. and
most of the Companys senior executive officers would be based in the U.K. under the contemplated
restructuring. The plan is subject to approval by the majority of Enscos stockholders.
Enscos Board believes the proposed plan would provide many benefits, including:
| enhance management efficiencies resulting from the U.K. time zone overlap with geographies where Ensco operates; | |
| improve access to key customers; | |
| enhance access to European institutional investors; | |
| improve customer and investor perceptions that Ensco is a truly global offshore drilling contractor with expanding deepwater operations; and | |
| allow Ensco to benefit from the U.K.s developed tax regime and extensive tax treaty network, and potentially achieve a global effective tax rate comparable to that of some of Enscos global competitors. |
Ensco will continue to conduct the same business operations when the proposed restructuring is
completed. The new U.K. parent company will be named Ensco International plc (Ensco UK).
Chairman, President and Chief Executive Officer Dan Rabun stated: Relocating most of our
senior executives to a new corporate office in the U.K., where we currently have substantial
operations, is a logical next step in Enscos evolution as a global offshore drilling contractor.
The new corporate headquarters will facilitate executive oversight of our global operations and
senior executives will be closer to more of our customers. Mr. Rabun added, We expect a smooth
transition, and we look forward to achieving the anticipated benefits for customers, employees and
shareholders as we move forward.
Continued Ensco International Incorporated News Release
The plan approved by the Board provides that, following stockholder approval and certain other
conditions being satisfied or waived, each issued and outstanding share of the common stock of
Ensco International Incorporated (Ensco Delaware) will be converted into the right to receive one
American depositary share (ADS), which will represent one Class A Ordinary Share of Ensco UK and is
evidenced by an American depositary receipt (ADR). Ensco UKs ADSs are expected to trade on the
New York Stock Exchange (NYSE) under the symbol ESV, the current symbol for the Companys common
stock.
Ensco will remain subject to U.S. Securities and Exchange Commission (SEC) reporting
requirements, the mandates of the Sarbanes-Oxley Act and the applicable corporate governance and
listing rules of the NYSE. Ensco will continue to report its financial results in U.S. dollars
under U.S. generally accepted accounting principles, in addition to any applicable reporting
requirements of English law.
Today, Ensco gave notice that a special meeting of stockholders is tentatively planned for
December 22, 2009. The notice of the special meeting and a proxy statement/prospectus describing
the plan will be mailed to Ensco stockholders as soon as practicable after the November 16, 2009
record date selected by Enscos Board. A registration statement for Ensco UK and the proposed
proxy statement/prospectus has been filed with the SEC and is available free of charge at the SECs
website, www.sec.gov, and Enscos website, www.enscointernational.com.
Additional Information About the Restructuring Plan and Where to Find It
Ensco International Limited (which will become a public limited company and be renamed Ensco
International plc), a subsidiary of Ensco International Incorporated
(Ensco), has filed with the SEC
a registration statement on Form S-4 that includes a proxy statement/prospectus, and other relevant
materials in connection with the proposed corporate restructuring. The proxy statement/prospectus
will be mailed to the stockholders of Ensco once the registration statement has been declared
effective by the SEC. Investors and security holders of Ensco are urged to read the proxy
statement/prospectus and the other relevant materials when they become available because they will
contain important information about Ensco, Ensco UK and the restructuring plan. The registration
statement, proxy statement/prospectus and other relevant materials and any other documents filed by
Ensco or Ensco UK with the SEC, may be obtained free of charge at the SECs website at www.sec.gov
or on Enscos website at www.enscointernational.com. Investors can also receive free copies of
these documents by contacting Ensco International Incorporated, 500 North Akard Street, Suite 4300,
Dallas, Texas 75201-3331, Attn: Investor Relations Department.
Ensco and Ensco UK, their respective directors, executive officers and certain other members
of management and employees and Enscos proxy solicitor, D.F.
King & Co., Inc., may be deemed to be
participants in the solicitation of proxies in respect of the proposed restructuring plan.
Information about the executive officers and directors of Ensco and
Continued Ensco International Incorporated News Release
their ownership of shares of Ensco common stock is included in the registration statement filed
with the SEC and the documents and information incorporated by reference therein.
Ensco International (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. To learn more about Ensco, please visit
our website www.enscointernational.com.
Statements contained in this document that state the Companys or managements intentions,
hopes, beliefs, expectations, anticipations, projections, confidence, schedules, or predictions of
the future are forward-looking statements made pursuant to the Private Securities Litigation Reform
Act of 1995.
Forward-looking statements include words such as anticipate, believe, estimate,
expect, intend, plan, project, could, may, might, should, will and words and
phrases of similar import. The forward-looking statements include, but are not limited to,
statements about the restructuring and our plans, objectives, expectations and intentions with
respect thereto and with respect to future operations, including the benefits and tax savings or
impact that we expect to achieve as a result of the restructuring, as described in the proxy
statements/prospectus to be delivered to the stockholders. Forward-looking statements also include
statements regarding future operations, cash generation, the impact of recently contracted premium
jackups, contributions from the deepwater expansion program and expense management, industry trends
or conditions and the business environment; statements regarding future levels of, or trends in,
utilization, day rates, revenues, operating expenses, contract backlog, capital expenditures,
insurance, financing and funding; statements regarding future construction (including construction
in progress and completion thereof), enhancement, upgrade or repair of rigs and timing thereof,
statements regarding future delivery, mobilization, relocation or other movement of rigs and timing
thereof, statements regarding future availability or suitability of rigs and the timing thereof,
and statements regarding the likely outcome of litigation, legal proceedings, investigations or
insurance or other claims and timing thereof.
Forward-looking statements are made pursuant to safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Numerous factors could cause actual results to differ materially
from those in the forward-looking statements, including (i) the merger may not be approved by our
stockholders; (ii) our board of directors may choose to defer or abandon the merger at any time;
(iii) changes in foreign or domestic laws, including tax laws, that could effectively preclude us
from completing the merger or reduce or eliminate the benefits we
expect to achieve from the reorganization; (iv) negative publicity resulting from the proposed
merger having an adverse effect on our business; (v) an SEC stop order or other action or any other
decree, order or injunction preventing the registration statement from becoming or remaining
effective or preventing us from holding the stockholders meeting or completing the merger; (vi) an
inability to satisfy all of the conditions to closing set forth in the merger agreement; (vii) an
inability to realize expected benefits from the restructuring or the occurrence of difficulties in
connection with the restructuring; (viii) costs related to the restructuring, which could be
greater than expected; (ix) industry conditions and competition, including changes in rig supply
and demand or new technology; (x) risks associated with the global economy and its impact on
capital markets and liquidity; (xi) oil and natural gas prices and their impact upon
Continued Ensco International Incorporated News Release
future levels of drilling activity and expenditures; (xii) further declines in rig activity,
which may cause us to idle or stack additional rigs; (xiii) excess rig availability or supply
resulting from delivery of newbuild drilling rigs; (xiv) heavy concentration of our rig fleet in
premium jackups; (xv) cyclical nature of the industry; (xvi) worldwide expenditures for oil and
natural gas drilling; (xvii) the ultimate resolution of the ENSCO 69 situation in general, and the
potential return of the rig or package policy political risk insurance recovery in particular;
(xviii) changes in the timing of revenue recognition resulting from the deferral of certain
revenues for mobilization of our drilling rigs, time waiting on weather or time in shipyards, which
are recognized over the contract term upon commencement of drilling operations; (xix) operational
risks, including excessive unplanned downtime and hazards created by severe storms and hurricanes;
(xx) risks associated with offshore rig operations or rig relocations in general and in foreign
jurisdictions in particular; (xxi) renegotiation, nullification, cancellation or breach of
contracts or letters of intent with customers or other parties, including failure to negotiate
definitive contracts following announcements or receipt of letters of intent; (xxii) inability to
collect receivables; (xxiii) changes in the dates new contracts actually commence; (xxiv) changes
in the dates our rigs will enter a shipyard, be delivered, return to service or enter service;
(xxv) risks inherent to domestic and foreign shipyard rig construction, repair or enhancement,
including risks associated with concentration of our ENSCO 8500 Series®
rig construction
contracts in a single foreign shipyard, unexpected delays in equipment delivery and engineering or
design issues following shipyard delivery; (xxvi) availability of transport vessels to relocate
rigs; (xxvii) environmental or other liabilities, risks or losses, whether related to hurricane
damage, losses or liabilities (including wreckage or debris removal) in the Gulf of Mexico or
otherwise, that may arise in the future and are not covered by insurance or indemnity in whole or
in part; (xxviii) limited availability or high cost of insurance coverage for certain perils such
as hurricanes in the Gulf of Mexico or associated removal of wreckage or debris; (xxix)
self-imposed or regulatory limitations on drilling locations in the Gulf of Mexico during hurricane
season; (xxx) impact of current and future government laws and regulations affecting the oil and
gas industry in general and our operations in particular, including taxation as well as repeal or
modification of same; (xxxi) our ability to attract and retain skilled personnel; (xxxii)
governmental action and political and economic uncertainties, including expropriation,
nationalization, confiscation or deprivation of our assets; (xxxiii) terrorism or military action
impacting our operations, assets or financial performance; (xxxiv) outcome of litigation, legal
proceedings, investigations or insurance or other claims; (xxxv) adverse changes in foreign
currency exchange rates, including their impact on the fair value measurement of our derivative
financial instruments; (xxxvi) potential long-lived asset or goodwill impairments; (xxxvii)
potential reduction in fair value of our auction rate securities; and (xxxviii) other risks as
described from time to time as Risk Factors and otherwise in the Companys SEC filings. Moreover,
the United States Congress, the U.S. Internal Revenue Service, the U.K. Parliament or H.M. Revenue
& Customs may attempt to enact new statutory or regulatory provisions that could adversely affect
Ensco UKs status as a non-U.S.
corporation or otherwise adversely affect Ensco UKs anticipated global tax position following
the restructuring. Retroactive statutory or regulatory actions have occurred in the past, and
there can be no assurance that any such provisions, if enacted or promulgated, would not have
retroactive application to Ensco UK or the restructuring.
The factors identified above are believed to be important factors (but not necessarily all of
the important factors) that could cause actual results to differ materially from those expressed in
any forward-looking statement made by us. Other factors not discussed herein could also have
material adverse effects on us. All forward-looking statements included in this document are
expressly qualified in their entirety by the foregoing cautionary statements.
Continued Ensco International Incorporated News Release
The foregoing list of factors is not exhaustive and new factors may emerge from time to time
that could also affect actual performance and results. For additional factors see also Part I, Item
1A Risk Factors included in Enscos Form 10-K for the year ended December 31, 2008, and Part
II, Item 1A Risk Factors included in Enscos Form 10-Q for the quarter ended September 30, 2009.
Copies of the Form 10-K and Form 10-Q are available online at www.sec.gov or on request from the
Company as set forth in Part I, Item 1 Available Information in Enscos Form 10-K.
All information in this news release is as of today. The Company undertakes no duty to update
any forward-looking statement, to conform the statement to actual results, or reflect changes in
the Companys expectations.
Contact:
|
Sean ONeill | |
Vice President, Investor Relations | ||
214-397-3011 |