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
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 |
Press Release |
Ensco and Pride Announce Early Termination of HSR Waiting Period
London, England & Houston, Texas — 31 March 2011 — Ensco plc (NYSE: ESV) and Pride
International, Inc. (NYSE: PDE) today jointly announced 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 merger previously announced on 7 February 2011 pursuant to which Ensco
will acquire Pride in a cash and stock transaction. Accordingly, the merger closing condition with
respect to the expiration or termination of the waiting period under the HSR Act has been
satisfied. Completion of the merger remains subject to satisfaction or waiver of certain other
conditions, including approval by the shareholders of both Ensco and Pride.
About Ensco
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.
About Pride
Pride International, Inc., headquartered in Houston, Texas, operates a fleet of 26 mobile
offshore drilling units, consisting primarily of floating rigs (semisubmersibles and drillships)
that address deepwater drilling programs around the world. The company has one of the youngest and
most technologically advanced deepwater drilling fleets in the offshore industry, with five
drillships, including three delivered since the beginning of 2010, six semisubmersible rigs and two
managed deepwater rigs. Two additional deepwater drillships are currently under construction with
expected deliveries in 2011 and 2013. The company’s fleet also includes six other semisubmersible
rigs and seven jackup rigs. Pride International’s floating rig fleet operates primarily offshore
Brazil and West Africa where the company has a long-standing presence.
Additional Information
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 JOINT 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 transaction.
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 SEC’s website at www.sec.gov. Security holders and other interested parties may
also obtain, without charge, a copy of the definitive joint proxy statement/prospectus (when
available) and other relevant documents by directing a request by mail or telephone to either
Investor
Continued Ensco plc News Release
Relations, Ensco plc, 500 N. Akard, Suite 4300, Dallas, Texas 75201, telephone 214-397-3015, or
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 Ensco’s 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 Pride’s 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 SEC’s 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 transaction. Information about these persons is set forth in
Ensco’s proxy statement relating to its 2010 General Meeting of Shareholders and Pride’s 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 registration statement, definitive joint proxy
statement/prospectus (when available) and other relevant documents regarding the transaction filed
by Ensco and Pride with the SEC.
Forward-Looking Statements
Statements regarding planned shipyard projects and expected shipyard deliveries, as well as any
other statements that are not historical facts in this press release are forward-looking statements
within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These
forward-looking statements are subject to certain risks, uncertainties and assumptions identified
above or as disclosed from time to time in filings with the Securities and Exchange Commission. As
a result of these factors, actual results may differ materially from those indicated or implied by
such forward-looking statements.
Investor and Media Contact(s):
|
Ensco plc | |
| Sean O’Neill | ||
| Vice President | ||
| Investor Relations and Corporate Communications | ||
| 214-397-3011 | ||
| Pride International, Inc. | ||
| Analyst Contact | ||
| Jeffrey L. Chastain | ||
| 713-917-2020 | ||
| Media Contact | ||
| Kate Perez | ||
| 713-917-2343 |