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
7 February 2011
RE: Ensco To Acquire Pride International
Dear [Valued Customer]:
Today, we announced that the Boards of Directors of Ensco and Pride have approved a merger
agreement to combine our two companies creating the worlds second largest offshore driller. A
copy of the press release is attached for your review.
First and foremost, our companies share a dedication to safety, operational excellence, customer
satisfaction, employee development and disciplined risk management, so you can continue to expect
the highest levels of service from the combined company.
Going forward, given the complementary makeup of our respective businesses, we will be able to
offer a wider range of drilling services in more markets with some of the newest and most
capable drilling equipment in the industry. Many of our rigs have been delivered over the past
five years and several new rigs are currently under construction. These investments will allow us
to continue to offer you state-of-the-art drilling technologies well into the future.
The combined company will have 21 ultra-deepwater and deepwater rigs forming the second
largest/youngest fleet of floaters able to drill in water depths of 4,500 or greater. In
addition, we will have more active premium jackups than any other driller and the third largest
mid-water fleet.
Geographically, the combined company will have operations on six continents covering nearly every
major deep- and shallow-water basin around the world. Regions will include the fastest-growing
deepwater markets, Brazil and West Africa, as well as other major markets in Southeast Asia, the
North Sea, Mediterranean, U.S. Gulf of Mexico, Mexico, Middle East and Australia.
Over the coming weeks, we expect to obtain the required regulatory and shareholder approvals in
order to complete the acquisition in the second quarter of 2011. After the closing, we will begin
to merge our two companies and we anticipate a smooth transition that will be seamless to our
customers.
As always, we are grateful for your business and we appreciate the opportunity to provide you with
the high-quality service you have come to expect.
Sincerely,
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
of the transaction, 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, 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 companys Annual Report on Form 10-K
for the year ended December 31, 2009, and their respective other filings with the Securities and
Exchange Commission (the SEC), which are available on the SECs 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.
Important Additional Information Regarding The Transaction Will Be Filed With The SEC
In connection with the proposed transaction, Ensco will file a registration statement including a
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 PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS TO IT) WHEN IT BECOMES AVAILABLE
BECAUSE IT WILL CONTAIN 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 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 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 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 will be 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 will be 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 transaction. 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.