UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
þ Soliciting Material Pursuant to §240.14a-12
PRIDE INTERNATIONAL, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ |
|
No fee required. |
|
o |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
1) |
|
Title of each class of securities to which transaction applies: |
|
|
|
|
|
|
|
2) |
|
Aggregate number of securities to which transaction applies: |
|
|
|
|
|
|
|
3) |
|
Per unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined): |
|
|
|
|
|
|
|
4) |
|
Proposed maximum aggregate value of transaction: |
|
|
|
|
|
|
|
5) |
|
Total fee paid: |
|
|
|
|
|
o |
|
Fee paid previously with preliminary materials. |
|
o |
|
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing. |
|
(1) |
|
Amount Previously Paid: |
|
|
|
|
|
|
|
(2) |
|
Form, Schedule or Registration Statement No.: |
|
|
|
|
|
|
|
(3) |
|
Filing Party: |
|
|
|
|
|
|
|
(4) |
|
Date Filed: |
|
|
|
|
|
Ensco and Pride Announce Early
Termination of HSR Waiting Period
LONDON and HOUSTON, TX(Marketwire March 31, 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 an d 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 companys fleet also includes six other semisubmersible rigs and
seven jackup rigs. Pride Internationals 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 SECs 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 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 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 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 registration statement, definitive joint proxy
statement/prospectus (when available) and other relevant documents regarding the transaction filed
by Ensco and Pride with the SE C.
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 ONeill
Vice President
Investor Relations and Corporate Communications
214-397-3011
Pride International, Inc.
Analyst Contact
Jeffrey L. Chastain
Vice President
Investor Relations and Corporate Communications
713-917-2020
Media Contact
Kate Perez
Director
Investor Relations and Corporate Communications
713-917-2343