UNITED STATES
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
Date of Report (Date of earliest event reported): May 29, 2017
ATWOOD OCEANICS, INC.
(Exact name of registrant as specified in its charter)
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Texas
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1-13167
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74-1611874
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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15011 Katy Freeway, Suite 800, Houston, Texas
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77094
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (281)
749-7800
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N/A
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(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
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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:
☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined by Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
240.12b-2).
Emerging growth
company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement
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On May 29, 2017 Atwood Oceanics, Inc.
(the
Company
) entered into an Agreement and Plan of Merger (the
Merger Agreement
) with Ensco plc (
Ensco
) and Echo Merger Sub LLC, a wholly owned subsidiary of Ensco
(
Merger Sub
), pursuant to which Ensco will acquire the Company an
all-stock
transaction.
The Merger Agreement provides that Merger Sub will merge with and into the Company (the
Merger
), with the Company
continuing as the surviving company and a wholly owned subsidiary of Ensco. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the
Effective Time
), each share of Company common
stock, par value $1.00 per share (the
Company Common Stock
) (other than shares of Company Common Stock held by Ensco, Merger Sub or the Company), will be converted into the right to receive 1.60 validly issued, fully paid
and nonassessable Class A ordinary shares of Ensco, nominal value $0.10 (the
Ensco Shares
), equivalent to total consideration of $10.72 per Company share, based on the closing price of Enscos stock of $6.70 on
May 26, 2017.
The board of directors of the Company has unanimously approved and adopted the Merger Agreement and has agreed,
subject to certain exceptions set forth in the Merger Agreement, to recommend that the Companys shareholders approve the Merger. Each of the Company and Ensco has also agreed not to directly or indirectly solicit competing acquisition
proposals or, subject to certain exceptions with respect to unsolicited proposals that may be deemed to be superior proposals, to enter into discussions concerning, or provide confidential information in connection with, any alternative
business combinations. The Merger Agreement further provides that, upon termination of the Merger Agreement under certain circumstances, the Company or Ensco may be required to reimburse the other party for its expenses in an amount up to
$10 million. Further, the Merger Agreement provides that, upon termination of the Merger Agreement under certain circumstances, Ensco may pay the Company a reverse termination fee in an amount equal to $50 million (less any expenses
reimbursed Ensco), and the Company may pay Ensco a termination fee in an amount equal to $30 million (less any expenses reimbursed by the Company).
The Merger Agreement contains customary representations, warranties and covenants by the Company, Merger Sub and Ensco. The Merger Agreement
also contains customary
pre-closing
covenants, including the obligation of the Company and Ensco to conduct their respective businesses in the ordinary course of business and to refrain from taking specified
actions without the consent of the other party.
Completion of the Merger is subject to certain customary conditions, including approval
of the allotment and issuance of Ensco Shares by Enscos shareholders, approval of the Merger by the Companys shareholders, and receipt of required regulatory approvals. The Merger is expected to close in the third quarter of 2017.
The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is subject to, and qualified in its
entirety by, reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 hereto and incorporated by reference herein.
The Merger Agreement and the above description have been included to provide investors and
security holders with information regarding the terms of the Merger Agreement. They are not intended to provide any other factual information about the Company, Ensco or their respective subsidiaries or affiliates or equity holders. The
representations, warranties and covenants contained in the Merger Agreement were made only for purposes of those agreements and as of specific dates, were solely for the benefit of the parties to the Merger Agreement and may be subject to
limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors.
Investors should be aware that the representations, warranties and covenants or any description thereof may not reflect the actual state of facts or condition of the Company, Merger Sub, Ensco or any of their respective subsidiaries, affiliates,
businesses, or equity holders. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in
public disclosures by the Company or Ensco. Accordingly, investors should read the representations and warranties in the Merger Agreement not in isolation but only in conjunction with the other information about the Company or Ensco and their
respective subsidiaries that the respective companies include in reports, statements and other filings they make with the U.S. Securities and Exchange Commission (the
SEC
).
In connection with the announcement of the Merger, on May 30, 2017, the Company sent
a letter and made a presentation to its employees, which are filed as Exhibit 99.1 and Exhibit 99.2, respectively.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit
Number
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Description
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2.1*
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Agreement and Plan of Merger dated as of May 29, 2017, by and among Ensco plc, Echo Merger Sub LLC and Atwood Oceanics, Inc.
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99.1
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CEO Letter to Employees
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99.2
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Presentation to Employees, dated May 30, 2017
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Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation
S-K.
A copy of any omitted schedule will be furnished to the SEC upon request.
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* * *
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 Ensco will be submitted to the respective shareholders of the Company and Ensco for their consideration.
In connection with the proposed merger, the Company will file a registration statement on Form
S-4,
including a joint proxy statement/prospectus of the Company and Ensco, with the SEC. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND ENSCO 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 Ensco seeking their approval of the proposed merger connection with the Company and Ensco 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 Ensco 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, Atwood Oceanics, Inc.,
15011 Katy Freeway, Suite 800, Houston, Texas 77094, telephone
281-749-7840,
or Investor Relations, Ensco plc, 5847
San Felipe, Suite 3300, Houston, Texas 77057, telephone
713-430-4607.
Copies of the documents filed by the Company with the SEC will be available free of charge on
Atwoods website at www.atwd.com under the tab Investor Relations. 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.
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 Ensco 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 Annual Meeting
of Shareholders and Enscos proxy statement relating to its 2017 General Meeting of Shareholders, as filed with the SEC on January 9, 2017 and March 31, 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 Ensco and the proposed merger and
statements that are not historical facts are forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A 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 the Company, delays, costs and difficulties related to the transaction, market conditions and Enscos 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 Enscos Annual Report on Form
10-K
for the year ended September 30, 2016 and December 31, 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 Ensco 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 pursuant 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.
SIGNATURES
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.
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ATWOOD OCEANICS, INC.
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(Registrant)
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Date: May 30, 2017
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/s/ Walter A. Baker
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Walter A. Baker
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Senior Vice President, General Counsel and Corporate Secretary
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EXHIBIT INDEX
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Exhibit
Number
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Description
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2.1*
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Agreement and Plan of Merger dated as of May 29, 2017, by and among Ensco plc, Echo Merger Sub LLC and Atwood Oceanics, Inc.
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99.1
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CEO Letter to Employees
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99.2
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Presentation to Employees, dated May 30, 2017
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Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation
S-K.
A copy of any omitted schedule will be furnished to the SEC upon request.
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