Historical Financial Statements of Pride International, Inc.
As previously announced, on 6 February 2011, Ensco plc (“Ensco”) entered into an Agreement and Plan
of Merger (the “Merger Agreement”) with Pride International, Inc., a Delaware corporation
(“Pride”), ENSCO International Incorporated, a Delaware corporation and an indirect, wholly-owned
subsidiary of Ensco, and ENSCO Ventures LLC, a Delaware limited liability company and an indirect,
wholly-owned subsidiary of Ensco (“Merger Sub”). Pursuant to the Merger Agreement and subject to
the conditions set forth therein, Merger Sub will merge with and into Pride, with Pride as the
surviving entity and an indirect, wholly-owned subsidiary of Ensco.
Attached hereto as Exhibit 99.1 and incorporated herein by reference are the unaudited consolidated
financial statements of Pride as of and for the fiscal quarter ended March 31, 2011 and the notes
thereto.
Attached hereto as Exhibit 99.2 and incorporated herein by reference is the Ensco and Pride unaudited
pro forma condensed combined financial information. This pro forma financial information gives
effect to certain pro forma events related to the merger and has been presented for informational
purposes only. It does not purport to project the future financial position or operating results of
the post-merger combined company.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit No. |
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Description |
| 99.1
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Unaudited consolidated financial statements of Pride International, Inc. as of and for the
fiscal quarter ended March 31, 2011 and the notes thereto. |
| 99.2
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Unaudited pro forma condensed combined financial information of Ensco plc and Pride
International, Inc. |
Forward-Looking Statements
Statements included in this document regarding the consummation of the proposed transaction,
benefits, expected synergies and other expense savings and operational and administrative
efficiencies, opportunities, timing, expense and effects of the transaction, contemplated financing
after the transaction, adequacy of cash reserves, financial performance, accretion to earnings,
revenue growth, future dividend levels, credit ratings or other attributes of the combined
companies and other statements that are not historical facts, are forward-looking statements.
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 acquired businesses, delays, costs and difficulties related to the transaction,
market conditions, and the combined companies’ financial results and performance, consummation of
financing for additional borrowing capacity after the transaction, satisfaction of closing
conditions, ability to repay debt and timing thereof, availability and terms of any financing and
other factors detailed in risk factors and elsewhere in each company’s Annual Report on Form 10-K
for the year ended 31 December 2010, 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 companies 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
In connection with the proposed acquisition of Pride International, Inc., Ensco has filed a
registration statement including a definitive joint proxy statement/prospectus of Ensco and Pride
with the SEC, which the SEC declared effective on 25 April 2011. INVESTORS AND SECURITY HOLDERS OF
ENSCO AND PRIDE ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT AND 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. The definitive joint proxy statement/prospectus has been 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 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 and other relevant documents 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 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 2011 Annual 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 2011 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 and other relevant documents regarding the transaction filed with the
SEC.