Attached files
| file | filename |
|---|---|
| EX-23.1 - EX-23.1 - Valaris Ltd | d80305exv23w1.htm |
| EX-99.1 - EX-99.1 - Valaris Ltd | d80305exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
SECURITIES EXCHANGE ACT OF 1934
DATE
OF REPORT (Date of earliest event reported): 7 March 2011
Ensco plc
(Exact name of registrant as specified in its charter)
| England and Wales (State or other jurisdiction of incorporation) |
1-8097 (Commission File Number) |
98-0635229 (I.R.S. Employer Identification No.) |
6 Chesterfield Gardens
London, England W1J 5BQ
London, England W1J 5BQ
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: +44 (0) 20 7659 4660
Not Applicable
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
| þ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
Historical
Financial Statements of Pride International, Inc.
On 6 February 2011, Ensco plc (“Ensco”) entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Pride International, Inc., a Delaware corporation (“Pride”), ENSCO International
Incorporated, a Delaware corporation and an indirect, wholly-owned subsidiary of Ensco, and ENSCO
Ventures LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of
Ensco (“Merger Sub”). Pursuant to the Merger Agreement and subject to the conditions set forth
therein, Merger Sub will merge with and into Pride, with Pride as the surviving entity and an
indirect, wholly-owned subsidiary of Ensco.
This Current Report on Form 8-K is being filed to provide certain financial statements of Pride.
Audited consolidated financial statements of Pride for the year ended 31 December 2010, the notes
thereto and Reports of Independent Registered Public Accounting Firm issued by KPMG LLP are attached
hereto as Exhibit 99.1 and incorporated by reference herein.
Shareholder
Ratification of Interim Dividends Declared by Ensco plc
In April, August and November of 2010 and February 2011, the Board of Directors declared interim
dividends of $0.35 per Class A ordinary share payable in June, September and December of 2010 and in
March 2011, respectively. Such interim dividends did not comply with certain requirements of the U.K.
Companies Act 2006 relating to the preparation and filing of unaudited interim U.K. GAAP accounts with
Companies House. Accordingly, at the 2011 Annual General Meeting of Shareholders currently scheduled
for 24 May 2011, an appropriate resolution to ratify the declaration and payment of such interim dividends, and the release of any claims Ensco may have in relation to the same, will be submitted to the shareholders
for approval.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |||
| 23.1 | Consent of KPMG LLP. |
|||
| 99.1 | Audited consolidated financial statements of Pride International, Inc. as of and for the year
ended 31 December 2010, the notes thereto and Reports of Independent Registered Public
Accounting Firm issued by KPMG LLP. |
|||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
| Ensco plc |
||||
| Date: 7 March 2011 | /s/ Douglas J. Manko | |||
| Douglas J. Manko | ||||
| Controller and Assistant Secretary | ||||
EXHIBIT INDEX
| Exhibit | ||||
| Number | Description | |||
| 23.1 | Consent of KPMG LLP. |
|||
| 99.1 | Audited consolidated financial statements of Pride International, Inc. as of and for the year
ended 31 December 2010, the notes thereto and Reports of Independent Registered Public
Accounting Firm issued by KPMG LLP. |
|||