Rowan Companies plc (NYSE: RDC) (“Rowan”) and Ensco plc
(NYSE: ESV) (“Ensco”) jointly announced today that they have
received notice from the Department of Justice and the Federal
Trade Commission granting early termination of the waiting period
under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (“HSR Act”), with respect to the proposed
combination previously announced on 8 October 2018 pursuant to
which Rowan and Ensco will combine. Accordingly, the closing
condition with respect to the expiration or termination of the
waiting period under the HSR Act has been satisfied. Completion of
the transaction remains subject to satisfaction or waiver of
certain other conditions, including approval by the shareholders of
both Rowan and Ensco along with other regulatory and court
approvals.
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.
About Ensco
Ensco plc (NYSE: ESV) brings energy to the world as a global
provider of offshore drilling services to the petroleum industry.
For more than 30 years, the company has focused on operating safely
and going beyond customer expectations. Ensco is ranked first in
total customer satisfaction in the latest independent survey by
EnergyPoint Research – the eighth consecutive year that Ensco has
earned this distinction. Operating one of the newest
ultra-deepwater rig fleets and a leading premium jackup fleet,
Ensco has a major presence in the most strategic offshore basins
across six continents. Ensco plc is an English limited company
(England No. 7023598) with its corporate headquarters located at 6
Chesterfield Gardens, London W1J 5BQ. To learn more, visit our
website at www.enscoplc.com.
Forward-Looking Statements
Statements included in this document regarding the proposed
transaction between Ensco and Rowan, including closing conditions
of the proposed 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.
Important Additional Information Regarding the Transaction
Will Be Filed with the SEC
In connection with the proposed transaction, Ensco and Rowan
will file a definitive 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 WILL INCLUDE 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 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 Ensco’s proxy
statement relating to its 2018 General Meeting of Shareholders and
Rowan’s proxy statement relating to its 2018 General Meeting of
Shareholders, as filed with the SEC on March 30, 2018 and
April 3, 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20181120005759/en/
Rowan Companies plcSon Vann, 713-960-7655Vice President
Corporate DevelopmentorEnsco plcNick Georgas, 713-430-4607Senior
Director – Investor Relations and CommunicationsorTim Richardson,
713-430-4490Manager – Investor Relations
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