Ensco plc announced the completion of its acquisition of Pride International, Inc. after both companies received overwhelming shareholder approvals at special meetings held earlier today. The combination establishes Ensco as the world’s second largest offshore drilling company and the clear leader in customer satisfaction.
Under the terms of the agreement, with exceptions for certain UK residents and dissenting stockholders, Pride International stockholders are receiving 0.4778 newly-issued shares of Ensco plus $15.60 in cash for each share of Pride International common stock. The shares of Ensco will continue to be listed and traded as American Depositary Shares on the New York Stock Exchange under the symbol, “ESV.” Effective as of the close of trading today, Pride International common stock will cease trading.
Chairman and CEO Dan Rabun said, “Today is an important milestone in Ensco’s history. Through this transaction, we have expanded our deepwater fleet with drillship assets, and now have a substantial presence in Brazil and West Africa – both strategic, high-growth markets. In addition, we have gained major new customers from around the world.”
Ensco’s expanded rig fleet is made up of seven ultra-deepwater drillships, 13 dynamically positioned semisubmersibles, seven moored semisubmersibles and 49 premium jackups. The ultra-deepwater fleet is the newest in the industry and the active premium jackup fleet is the largest of any driller. Several technologically-advanced drillships, semisubmersibles and ultra-premium harsh environment jackups are under construction as part of Ensco’s ongoing strategy to continually high-grade the fleet.
Mr. Rabun added, “We are the industry leader in customer satisfaction having collectively earned the top ranking in 14 of 16 separate categories in EnergyPoint’s recent survey of customers in the global oilfield. This recognition, coupled with our enhanced rig fleet and expertise, will enable us to further capitalize on growth opportunities worldwide.”
As contemplated under the merger agreement, David A.B. Brown and Francis S. Kalman have joined Ensco’s Board of Directors effective today. Both are former directors of Pride International. Recently, Paul E. Rowsey III was appointed by Ensco’s Board of Directors as the Lead Director.
As previously announced, Mr. Rabun will continue as Chairman, President and CEO of Ensco and James W. Swent will continue as Senior Vice President and Chief Financial Officer. Others named to the executive management team include:
* William S. Chadwick, Jr. – Executive Vice President and Chief Operating Officer
* J. Mark Burns – Senior Vice President, Western Hemisphere
* P. Carey Lowe – Senior Vice President, Eastern Hemisphere
* John Knowlton – Senior Vice President, Technical
* Kevin C. Robert – Senior Vice President, Marketing
The Company will be managed through five regional business units:
* North & South America (excluding Brazil)
* Brazil
* Europe & Mediterranean
* Middle East & Africa
* Asia & Pacific Rim
The Company’s second quarter 2011 earnings conference call is scheduled for Tuesday, 9 August 2011. Dial-in details will be provided in the second quarter 2011 earnings press release that will precede the conference call. As a result of the merger and the integration of the businesses of the two companies, business segment disclosure will be revised to be based on asset type: deepwater, midwater and jackups.
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Source: Ensco, May 31, 2011.