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8-K - FORM 8-K - Valaris Ltd | d79459e8vk.htm |
EX-2.1 - EX-2.1 - Valaris Ltd | d79459exv2w1.htm |
EX-99.1 - EX-99.1 - Valaris Ltd | d79459exv99w1.htm |
Exhibit 99.2
Ensco plc 6 Chesterfield Gardens London W1J 5BQ www.enscoplc.com |
News Release |
Ensco plc to Acquire Pride International, Inc.
Creates Worlds Second Largest Offshore Driller
Expand Into Strategic, High-Growth Markets
Wider Range of Enhanced Drilling Technologies
Substantial Presence in Deepwater Drilling Sector
Complementary Fleet Composition, Geographic Scope and Customer Base
Combined Estimated Revenue Backlog of $10 Billion
At Least $50 Million of Annual Expense Synergies from Combination
Immediately Accretive to Enscos Earnings and Cash Flow
Ensco Will Continue Quarterly Cash Dividend of $0.35 Per Share
Expand Into Strategic, High-Growth Markets
Wider Range of Enhanced Drilling Technologies
Substantial Presence in Deepwater Drilling Sector
Complementary Fleet Composition, Geographic Scope and Customer Base
Combined Estimated Revenue Backlog of $10 Billion
At Least $50 Million of Annual Expense Synergies from Combination
Immediately Accretive to Enscos Earnings and Cash Flow
Ensco Will Continue Quarterly Cash Dividend of $0.35 Per Share
London, England and Houston, Texas 7 February 2011 Ensco plc (NYSE: ESV) and
Pride International, Inc. (NYSE: PDE) jointly announced today that they have entered into a
definitive merger agreement under which Ensco will combine with Pride in a cash and stock
transaction valued at $41.60 per share based on Enscos closing share price on 4 February 2011.
The implied offer price represents a premium of 21% to Prides closing share price as of the same
date and a premium of 25% to the one month volume weighted average closing price of Pride. The
definitive merger agreement was unanimously approved by each companys board of directors.
Under the terms of the merger agreement, Pride stockholders will receive 0.4778 newly-issued
shares of Ensco plus $15.60 in cash for each share of Pride common stock. Upon closing, and
reflecting the issuance of new Ensco shares, Pride stockholders collectively will own approximately
38% of Enscos outstanding shares.
Ensco expects the combined company to realize annual pre-tax expense synergies of at least $50
million for full year 2012 and beyond. The combination is projected by Ensco management to be
immediately accretive to Enscos earnings and cash flow per share before synergies.
The transaction will create the second largest offshore driller in the world with 74 rigs
spanning all of the strategic, high-growth markets around the globe. The combined company will
have 21 ultra-deepwater and deepwater rigs, forming the second largest/youngest fleet able to drill
in water depths of 4,500 or greater. In addition, the combined company will have more active
jackup rigs than any other driller. Mid-water rigs will represent 8% of the combined fleet.
Based on the closing price of each companys shares on 4 February 2011, the estimated
enterprise value of the combined company is $16 billion. The total estimated revenue backlog for
the combined company is approximately $10 billion.
Continued Ensco plc News Release
Strategic Fit
Ensco plcs Chairman, President and Chief Executive Officer Dan Rabun stated, The combination
is an ideal strategic fit, as our rig types, markets, customers and expertise complement each other
with minimal overlap. Pride has gained valuable expertise building and operating ultra-deepwater
semisubmersibles and drillships and has strong relationships with leading customers in Brazil and
West Africa, two of the fastest-growing deepwater markets in the world. Ensco is a leading
provider of premium jackups and ultra-deepwater semisubmersible rigs with a major presence in the
North Sea, Southeast Asia, North America and the Middle East. Together, we will form an even
stronger company that is ideally positioned to capitalize on growth opportunities within our
industry.
Mr. Rabun added, We share the same core values through our dedication to safety, ethics,
operational excellence, employee development, customer satisfaction and disciplined risk
management. These values form the foundation of our future growth.
Pride Internationals President and Chief Executive Officer Louis Raspino added, The
combination of Pride and Ensco creates an offshore contract driller with many of the attributes
needed to ensure long-term success in our business. I have always been an advocate of scale,
believing that a company with critical mass is afforded numerous benefits, including operational
efficiencies, marketing advantages and the ability to attract and retain talented individuals that
will help to secure a strong future for our company.
The diverse composition of the fleet, with significant exposure to high-specification
capabilities in both the floating and jackup rig segments, a solid and conservative approach to
managing through the complexities of our business, aided by one of the industrys strongest balance
sheets and proven leadership that has demonstrated consistent execution and commitment to growth,
makes the combination of Pride International and Ensco plc a premier alternative for investors and
the driller of choice for our clients.
Pride stockholders will receive newly-issued Ensco shares that provide them an ongoing
interest in a world-class offshore driller with significant growth potential, as well as a cash
component, that combined, represents a substantial premium for Prides shareholders.
Combined Company Highlights
The merger will combine two of the offshore drilling industrys premier companies, combining
long and established histories of operational, engineering and technical expertise along with
quality assets and infrastructure in a number of the worlds prolific offshore drilling basins.
The combined companys fleet will be among the most technologically advanced in the industry
and meet the deep- and shallow-water drilling requirements of an expanded base of clients around
the world. Within the fleet of 27 floating rigs (semisubmersibles and drillships) are 21 deepwater
drilling rigs, including seven rigs delivered since 2008 and another five rigs expected to be
delivered between now and 2013, establishing this fleet as among the youngest and most capable in
the industry. Thirteen of the rigs are rated for operations in water depths of 7,500 feet and
greater.
Also, the combined companys jackup rig fleet, composed of 47 rigs, all with independent
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Continued Ensco plc News Release
leg design, includes 27 units with water depth ratings of 300 feet and greater, with nine
units delivered since 2000 and equipped with many of the advanced features requested by
clients with shallow water drilling programs, such as increased leg length, expanded cantilever
reach and greater hoisting capacity.
The combined company will be among the most geographically diverse drillers with current
operations and drilling contracts spanning more than 25 different countries on six continents in
nearly every major deep- and shallow-water basin around the world. Regions will include major
markets in Southeast Asia, the North Sea, Mediterranean, U.S. Gulf of Mexico, Mexico, Middle East
and Australia, as well as the fastest-growing deepwater markets, Brazil and West Africa, where
Pride has operated continuously for over 15 years and where some of the worlds most prolific
geology resides.
Customers will include most of the leading national and international oil companies, plus many
independent operators. In total, the combined company will have the second largest number of
current customers of any offshore driller and will benefit from enhanced diversification given the
minimal overlap between the two companies.
Dan Rabun will remain Chairman, President and CEO and James W. Swent will continue as Senior
Vice President and CFO. The remaining executive management team for the combined company will be
named at a later date and is expected to be composed of executives from both Ensco and Pride.
Enscos eight board members will continue to serve as directors of the combined company and
two Pride directors will be appointed to an expanded board effective at closing.
The combined company, which will retain the name Ensco plc, will remain domiciled in the UK.
Virtually all of the senior executive officers will be located in London. The combined company is
anticipated to realize significant benefits similar to those already achieved by Ensco since its
redomestication to the UK in 2009. These benefits include greater access to major customers,
enhanced oversight of global operations due to improved time zone overlap, increased access to
European institutional investors and a more competitive tax position.
Ensco plc American Depositary Shares (ADS) will continue to trade on the New York Stock
Exchange under the symbol ESV.
Transaction Details
Pride shareholders will receive 0.4778 newly-issued Ensco shares plus $15.60 in cash for each
Pride common share. The offer results in an implied offer price per diluted share of $41.60 based
on Enscos closing price of $54.41 on 4 February 2011. The offer represents a premium of
approximately 21% to Prides closing price of $34.39 on 4 February 2011 and a premium of 25% to the
one-month volume weighted average closing price of Pride.
Upon closing, Ensco and Pride shareholders will own an estimated 62% and 38%, respectively, of
the combined company. The total number of Ensco diluted shares outstanding upon closing will be
approximately 229 million.
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Continued Ensco plc News Release
Financial Highlights
Future revenue growth is anticipated as new opportunities are identified within the expanded
customer base. As customers continue to invest in many of the largest and fastest-growing offshore
basins, such as Brazil and numerous other emerging locations, new discoveries and development
projects are expected to generate substantial additional demand for offshore drilling.
Annual expense savings of at least $50 million are estimated to be realized in full year 2012
and beyond. Expense savings are anticipated from the consolidation of offices that include
corporate staff departments, as well as the standardization of systems, policies and procedures
across the combined organization.
Ensco management anticipates that the planned combination will be accretive to earnings per
share in 2011 and 2012. Excluding transaction-related costs and costs incurred to achieve ongoing
expense synergy benefits, earnings per share for full year 2012 for the combined company is
projected to be more than 10% accretive to the First Call earnings per share mean estimate of $5.11
for full year 2012 published by Thomson Reuters as of 6 February 2011 for Ensco plc. The 2011
accretion outlook does not include expense synergy benefits. For 2012, approximately $50 million
of expense synergy benefits are included in the accretion estimate. The Company anticipates
providing an initial full-year 2011 outlook for Ensco on a stand-alone basis during its fourth
quarter 2010 earnings conference call scheduled for 24 February 2011.
The transaction will be financed through a combination of existing cash on the balance sheet
and newly-issued Ensco shares and debt. Total cash paid to Pride shareholders will be
approximately $2.8 billion. Ensco has received commitments from Deutsche Bank AG Cayman Islands
Branch and Citibank N.A. to finance the incremental debt required for the transaction. Given the
number of rigs under construction, it is contemplated that cash flows initially will be dedicated
to finance newbuild rigs; however, future cash flows also are expected to be used to pay down debt.
The combined company is expected to have investment-grade ratings and approximately $10
billion in revenue backlog that are expected to support further strategic growth. Long-term debt as
a percentage of total capital is anticipated to be approximately 30% following the closing, which
is comparable to other investment-grade offshore drillers. The combined companys credit profile
will benefit from increased scale and significantly enhanced diversification across markets, rig
types, customers and expertise due to the complementary makeup of the respective businesses.
In connection with the proposed Pride combination, Enscos board of directors intends to
maintain the $0.35 per share quarterly cash dividend ($1.40 per share annualized) following the
closing of the transaction.
Conditions and Timing
The transaction is subject to approval by the shareholders of Ensco and Pride, as well as
other customary closing conditions. The transaction is not subject to any financing condition.
Ensco and Pride intend to file a joint proxy statement/prospectus with the Securities and
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Continued Ensco plc News Release
Exchange Commission as soon as possible. The companies anticipate that the transaction could
close as soon as the second quarter of 2011.
Advisors
Enscos lead financial advisor and strategic advisor for the transaction is Deutsche Bank
Securities Inc. and Citi also served as financial advisor, and its legal advisor is Baker &
McKenzie LLP. The financial advisor for Pride is Goldman, Sachs & Co. and its legal advisors are
Baker Botts L.L.P. and Wachtell, Lipton, Rosen & Katz.
Conference Call/Webcast
Ensco and Pride will host an investor and analyst conference call/webcast Monday, 7 February
2011 at 10:00 a.m. EST (9:00 a.m. CST and 3:00 p.m. London time) to discuss the proposed
combination. The webcast may be accessed on the investor relations sections of the two companies
websites, www.enscoplc.com and www.prideinternational.com. You may also listen to the conference
call by dialing (201) 689-8337. We recommend that participants call five to ten minutes before the
scheduled start time. Shortly before the conference call begins, slides will be posted under the
investor relations sections of each companys website that will be referred to during the call.
A replay of the conference call will be available by phone for six days after the call by
dialling (201) 612-7415 (Account 334, Conference ID 366944). A transcript of the call and access to
the replay may be found within 36 hours at the investor relations sections of the two companies
websites, www.enscoplc.com and www.prideinternational.com.
ABOUT ENSCO
Ensco plc (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.enscoplc.com.
ABOUT PRIDE
Pride International, Inc., headquartered in Houston, Texas, operates a fleet of 26 mobile offshore
drilling units, consisting primarily of floating rigs (semisubmersibles and drillships) that
address deepwater drilling programs around the world. The company has one of the youngest and most
technologically advanced deepwater drilling fleets in the offshore industry, with five drillships,
including three delivered since 2010, six semisubmersible rigs and two managed deepwater rigs. Two
additional deepwater drillships are currently under construction with expected deliveries in 2011
and 2013. The companys fleet also includes six other semisubmersible rigs and seven jackup rigs.
Pride Internationals floating rig fleet operates primarily offshore Brazil and West Africa where
the company has a long-standing presence.
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Continued Ensco plc News Release
Forward-Looking Statements
Statements included in this document regarding the consummation of the proposed transaction,
benefits, expected synergies and other expense savings and operational and administrative
efficiencies, opportunities, timing, expense and effects of the transaction, contemplated financing
of the transaction, financial performance, accretion to earnings, revenue growth, future dividend
levels, credit ratings 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, 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 December 31, 2009, 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.
Important Additional Information Regarding The Transaction Will Be Filed With The SEC
In connection with the proposed transaction, Ensco will file a registration statement including a
joint proxy statement/prospectus of Ensco and Pride with the SEC. INVESTORS AND SECURITY
HOLDERS OF ENSCO AND PRIDE ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT AND PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS TO IT) WHEN IT BECOMES AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION
AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy
statement/prospectus will be 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 joint proxy
statement/prospectus (when available) 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 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, 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 will be 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 will be 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 2010 General Meeting of Shareholders and Prides proxy
statement relating to its 2010 Annual Meeting of Stockholders, as filed with the SEC on 5 April
2010 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 joint proxy statement/prospectus and other relevant
documents regarding the transaction, which will be filed with the SEC.
Investor and Media Contact(s):
|
Ensco plc Sean ONeill Vice President Investor Relations and Corporate Communications 214-397-3011 |
|
Pride International, Inc. Analyst Contact Jeffrey L. Chastain 713-917-2020 |
||
Media Contact Kate Perez 713- 917-2343 |
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