e425
Filed by Ensco plc
Pursuant to Rule 425 of the Securities Act of 1933, as amended, and
deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended
Subject Company: Pride International, Inc.
Commission File No: 001-13289
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Ensco plc
6 Chesterfield Gardens
London W1J 5BQ
www.enscoplc.com
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Press Release |
Ensco Prices $2.5 Billion Offering of Senior Notes
New Debt to Support Previously Announced Acquisition of Pride International
London, England 8 March 2011 ... Ensco plc (NYSE: ESV) announced today that it has priced
an underwritten offering of $1 billion principal amount of 3.25% senior unsecured notes due 2016
and $1.5 billion principal amount of 4.70% senior unsecured notes due 2021. The offering of notes
was made pursuant to an effective shelf registration statement and prospectus filed by Ensco with
the Securities and Exchange Commission (SEC). As previously reported, Ensco intends to use the net
proceeds from the offering to fund a portion of the cash consideration for the pending merger with
Pride International, Inc. (NYSE: PDE).
On 6 February 2011, Ensco entered into a merger agreement with Pride, pursuant to which Ensco
will acquire Pride. Based on the closing price of Ensco ADSs of $54.41 on 4 February 2011, the last
trading day before the announcement of the merger agreement, it is estimated that the total value
of the merger consideration to be received by Pride stockholders will be approximately $7.7
billion. This merger consideration will be comprised of approximately $2.9 billion to be paid in
cash and the issuance and delivery of approximately 88 million Ensco ADSs based on the number of
outstanding shares of Pride common stock, assuming all Pride stock option awards are exercised
before the completion of the merger. The transaction is subject to approval by the shareholders of
Ensco and Pride, as well as other customary closing conditions.
The offering is not conditioned upon the completion of the proposed merger. However, in the
event that the merger is not consummated on or before 3 February 2012, or the merger agreement is
terminated before such time, Ensco will be required to redeem all of the notes referenced above
that are then outstanding. If the merger agreement is terminated within the six-month period
following the 17 March 2011 issue date, the redemption price will be 101% of the aggregate
principal amount of the notes, plus accrued and unpaid interest to the redemption date. If the
merger is not consummated or the merger agreement is terminated on or before 3 February 2012, but
after the six-month period following the 17 March 2011 issue date, the redemption price will equal
102% of the aggregate principal amount of the notes, plus accrued and unpaid interest to the
redemption date.
The notes due 2016 will be issued at 99.239% of their principal amount, and will have a
fixed-rate interest coupon of 3.25% and a maturity date of 15 March 2016. The notes due 2021 will
be issued at 98.025% of their principal amount, and will have a fixed-rate interest coupon of 4.70%
and a maturity date of 15 March 2021. The expected settlement date for the offering is 17 March
2011.
Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC
are acting as joint book-running managers in connection with the notes offering. DnB NOR Markets,
BBVA Securities, HSBC Securities (USA) Inc., Mitsubishi UFJ Securities (USA), Inc., Natixis
Securities N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Lloyds Securities Inc. are
acting as co-managers. The final prospectus supplement and related prospectus for this offering
may be obtained on the SEC website at www.sec.gov or, upon
Continued Ensco plc News Release
request, from any of the joint book-running managers: Citigroup Global Markets Inc.,
Prospectus Department, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220,
telephone: 1-877-858-5407; Deutsche Bank Securities Inc., 100 Plaza One, Floor 2, Jersey City, New
Jersey 07311-3901, telephone: 1-800-503-4611; or Wells Fargo Securities, LLC, Syndicate Operations,
1525 West W.T. Harris Blvd, Charlotte, NC, 28262, telephone: 1-800-326-5897.
This press release does not constitute an offer to sell or the solicitation of an offer to buy
the notes described herein. The notes will be offered by means of a prospectus, meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, and only to such persons and
in such jurisdiction as is permitted by applicable law. The offering of notes was made pursuant to
an effective shelf registration statement and prospectus filed by Ensco with the SEC.
Ensco plc (NYSE: ESV) brings energy to the world as a global provider of offshore drilling
services to the petroleum industry. With a fleet of ultra-deepwater semisubmersible and premium
jackup drilling rigs, Ensco serves customers with high-quality equipment, a well-trained workforce
and a strong record of safety and reliability. To learn more about Ensco, please visit our website
at www.enscoplc.com. Ensco plc is an English limited company (England No. 7023598) with its
registered office and corporate headquarters located at 6 Chesterfield Gardens, London W1J 5BQ.
Forward-Looking Statements
Statements contained in this press release that state Company or management intentions, hopes,
beliefs, anticipations, expectations or predictions of future events are forward-looking
statements. Such forward-looking statements include references to the expected use of proceeds of
the senior notes offering, the pending merger with Pride, the anticipated issuance and delivery of
Ensco ADSs in connection with the pending merger, and the contemplated financing of the pending
merger.
It is important to note that the Companys actual results could differ materially from those
projected in such forward-looking statements. The factors that could cause actual results to differ
materially from those in the forward-looking statements include the following: (i) failure to
consummate the offering, (ii) termination of the pending merger, (iii) inability to consummate the
pending merger by 3 February 2012 that results in a redemption of the notes, (iv) actions by
regulatory authorities, rating agencies or other third parties and (v) other risks described as
Risk Factors in the Companys Annual Report on Form 10-K for the year ended 31 December 2010, and
otherwise in the Companys SEC filings. Copies of such SEC filings may be obtained at no charge by
contacting our Investor Relations Department at 214-397-3015 or by referring to the Investor
Relations section of our website at www.enscoplc.com.
The Company disclaims any obligation or undertaking to disseminate any updates or revisions to any
forward-looking statements to reflect any change in Company or management expectations or any
change in events, conditions or circumstances on which any such statements are based.
Important Additional Information Regarding The Proposed Merger with Pride Has Been Filed With The
SEC
In connection with the proposed merger, Ensco has filed a registration statement including a
preliminary joint proxy statement/prospectus of Ensco and Pride with the SEC. INVESTORS AND
SECURITY HOLDERS OF ENSCO AND PRIDE ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT AND
PRELIMINARY PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS TO IT) BECAUSE IT
CONTAINS IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS
ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy statement/prospectus will be sent to
security holders of Ensco and Pride seeking their approval of the proposed merger. Investors and
security holders may obtain a free copy of the definitive joint proxy statement/prospectus (when
available) and other relevant documents filed by Ensco and Pride 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 definitive joint proxy statement/prospectus and other relevant
documents (when available) by directing a request by mail or telephone to either Investor
Relations, Ensco plc, 500 N. Akard, Suite 4300, Dallas, Texas 75201, telephone 214-397-3015, or
Continued Ensco plc News Release
Investor Relations, Pride International, Inc., 5847 San Felipe, Suite 3300, Houston, Texas 77057,
telephone 713-789-1400. Copies of the documents filed by Ensco with the SEC are available free of
charge on Enscos website at www.enscoplc.com under the tab Investors. Copies of the documents
filed by Pride with the SEC are available free of charge on Prides website at
www.prideinternational.com under the tab Investor Relations. 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.
Ensco and Pride 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 merger. Information about these persons is set forth in
Enscos proxy statement relating to its 2010 General Meeting of Shareholders and Prides proxy
statement relating to its 2010 Annual Meeting of Stockholders, as filed with the SEC on 5 April
2010 and 1 April 2010, 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.
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Investor and Media Contact:
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Sean ONeill |
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Vice President |
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214-397-3011 |