Rowan Companies plc (NYSE: RDC) (“Rowan”) and Ensco plc (NYSE: ESV)
("Ensco") jointly announced today that both companies’ shareholders
voted to approve the pending all-stock transaction under which Rowan
shareholders will receive 2.750 Ensco shares for each Rowan share they
own.
The final results of the Rowan Court and General Meetings held today
reflect that approximately 91.5% of the shares voted at the meetings
were voted in favor of the pending transaction. At today’s Ensco General
Meeting, approximately 99.3% of the shares voted at the meeting were
voted in favor of the pending combination.
Tom Burke, Rowan’s President and Chief Executive Officer, said: “We are
pleased that Rowan shareholders overwhelmingly support the pending
combination with Ensco and have voted to approve the transaction.
Combining our organizations will enable Rowan and Ensco shareholders to
participate in the substantial value creation opportunities of a larger,
more technologically-advanced and diverse offshore drilling company. We
wish to thank Rowan shareholders for their continued support and look
forward to completing the transaction with Ensco.”
Carl Trowell, Ensco’s President and Chief Executive Officer, stated: “We
are gratified that Ensco shareholders recognize the strategic and
financial merits of our pending combination with Rowan. The combined
company will be an industry leader in offshore drilling across all water
depths that is well positioned to better serve our customers. We are
eager to close the transaction and begin delivering on the significant
opportunities of the combined company.”
Completion of the transaction, which is expected to occur in the first
half of 2019, remains subject to satisfaction or waiver of certain other
conditions.
Goldman Sachs & Co. LLC is serving as financial advisor to Rowan, and
Kirkland & Ellis LLP is serving as legal advisor. Morgan Stanley & Co.
LLC is lead financial advisor to Ensco. HSBC Securities (USA) Inc. and
Citigroup Global Markets Inc. also provided financial advice to Ensco.
Ensco’s legal advisors are Gibson, Dunn & Crutcher LLP and Slaughter and
May.
About Rowan
Rowan is a global provider of contract drilling services with a current
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, Mexico, the United Kingdom and Norwegian sectors of the North
Sea, the Middle East, the Mediterranean Sea, Central and South America.
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. 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 plc ("Ensco") and Rowan, including benefits,
expected synergies and other expense savings and operational and
administrative efficiencies, opportunities, timing, expense and effects
of the transaction, financial performance, accretion to cash flows,
revenue growth, credit ratings or other attributes of Ensco plc
following the completion of the 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.
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