HOUSTON, Jan. 14, 2019 /PRNewswire/ -- Rowan Companies plc
("Rowan" or the "Company") (NYSE: RDC) today confirmed receipt of a
proposal from Ensco plc (NYSE: ESV) ("Ensco") to increase the
exchange ratio for the previously announced all-stock transaction
in which Rowan would combine with Ensco. Under the terms of the
proposal, Rowan shareholders would receive 2.60 shares of Ensco for
each share of Rowan, which represents an approximately 17.4%
increase compared to the 2.215 exchange ratio contemplated under
the definitive transaction agreement entered into on October 7, 2018.
In consultation with its financial and legal advisors, the Rowan
Board of Directors will carefully review and consider Ensco's
proposal to determine the course of action that the Board believes
is in the best interest of Rowan and its shareholders. The
Rowan Board will respond to Ensco's proposal in due course
following its review.
Goldman Sachs & Co. LLC is serving as financial advisor and
Kirkland & Ellis LLP is serving as legal advisor to the
Company.
Rowan shareholders who have questions or need assistance voting
their shares should contact Rowan's proxy solicitor, MacKenzie
Partners, Inc., by calling toll-free at (800) 322-2885 (from the
U.S. and Canada) or (212) 929-5500
(call collect from other locations) or via email at
proxy@mackenziepartners.com.
About Rowan
Rowan is a global provider of contract drilling services with a
fleet of 25 mobile offshore drilling units, composed of 21
self-elevating jack-up rigs and four ultra-deepwater
drillships. The Company's fleet operates worldwide, including
the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the
North Sea, the Middle East, the
Mediterranean Sea, and Trinidad. Additionally, the Company is
a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO
Drilling, that owns a fleet of seven self-elevating jack-up rigs
that operate in the Arabian Gulf. The Company's Class A
Ordinary Shares are traded on the New York Stock Exchange under the
symbol "RDC". For more information on the Company, please
visit www.rowan.com.
Forward-Looking Statements
Statements included in this document regarding the proposed
transaction between Ensco plc ("Ensco") and Rowan, including
benefits, expected synergies and other expense savings and
operational and administrative efficiencies, opportunities, timing,
expense and effects of the transaction, financial performance,
accretion to cash flows, revenue growth, credit ratings or other
attributes of Ensco plc following the completion of the transaction
and other 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 (the "Securities
Act")). 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 Ensco and
Rowan, delays, costs and difficulties related to the transaction,
market conditions, and Ensco's financial results and performance
following the completion of the transaction, 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 Ensco's and Rowan's
Annual Report on Form 10-K for the year ended December 31, 2017 and their respective other
filings with the Securities and Exchange Commission (the "SEC"),
which are available on the SEC's 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 Ensco and Rowan disclaim any intention or obligation to update
publicly or revise such statements, whether as a result of new
information, future events or otherwise.
Additional Information and Where to Find it
In connection with the proposed transaction, Ensco and Rowan
have filed a joint proxy statement on Schedule 14A with the
SEC. Ensco and Rowan intend that the proposed transaction
will be implemented by means of a court-sanctioned scheme of
arrangement between Rowan and Rowan's shareholders under the UK
Companies Act 2006, as amended, in which case the issuance of
Ensco's ordinary shares in the proposed transaction would not be
expected to require registration under the Securities Act, pursuant
to an exemption provided by Section 3(a)(10) under the Securities
Act. In the event that Ensco determines, with Rowan's consent, to
structure the transaction as an offer or otherwise in a manner that
is not exempt from the registration requirements of the Securities
Act, Ensco will file a registration statement with the SEC
containing a prospectus with respect to Ensco's ordinary shares
that would be issued in the proposed transaction. INVESTORS
AND SECURITY HOLDERS OF ENSCO AND ROWAN ARE ADVISED TO CAREFULLY
READ THE JOINT PROXY STATEMENT (WHICH INCLUDES AN EXPLANATORY
STATEMENT IN RESPECT OF ANY SCHEME OF ARRANGEMENT OF ROWAN, IN
ACCORDANCE WITH THE REQUIREMENTS OF THE UK COMPANIES ACT 2006) AND
ANY REGISTRATION STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO
THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE
TRANSACTION. A definitive joint proxy statement has been and
any registration statement/prospectus, as applicable, will be sent
to security holders of Ensco and Rowan in connection with the Ensco
and Rowan shareholder meetings. Investors and security
holders may obtain a free copy of the joint proxy statement (when
available), any registration statement/prospectus, and other
relevant documents filed by Ensco and Rowan with the SEC from the
SEC's 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, any registration
statement/prospectus, and other relevant documents (when available)
by directing a request by mail or telephone to either Investor
Relations, Ensco plc, 5847 San Felipe, Suite 3300, Houston, Texas 77057, telephone 713-789-1400,
or Investor Relations, Rowan Companies plc, 2800 Post Oak
Boulevard, Suite 5450, Houston,
Texas 77056, telephone 713-621-7800. Copies of the
documents filed by Ensco with the SEC will be available free of
charge on Ensco's website at www.enscoplc.com under the tab
"Investors." Copies of the documents filed by Rowan with the
SEC will be available free of charge on Rowan's website at
www.rowan.com/investor-relations.
Participants in the Solicitation
Ensco and Rowan 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 joint proxy
statement filed by Ensco and Rowan with the SEC on December 11, 2018, 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, any registration
statement and other relevant documents regarding the transaction,
which will be filed with the SEC.
No Offer or Solicitation
This document 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.
Service of Process
Ensco and Rowan are incorporated under the laws of England and Wales. In addition, some of
their respective officers and directors reside outside the United States, and some or all of their
respective assets are or may be located in jurisdictions outside
the United States. Therefore, investors may have difficulty
effecting service of process within the
United States upon those persons or recovering against
Ensco, Rowan or their respective officers or directors on judgments
of United States courts, including
judgments based upon the civil liability provisions of the United States federal securities laws. It
may not be possible to sue Ensco, Rowan or their respective
officers or directors in a non-U.S. court for violations of the
U.S. securities laws.
Contact
Rowan Companies plc
Son Vann
Vice President Corporate Development
713-960-7655
OR
Joele Frank, Wilkinson Brimmer
Katcher
Andrew Siegel / Dan Moore
212-355-4449
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SOURCE Rowan Companies plc