UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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
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)
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. |
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| 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: | ||
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| 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. |
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NEWS RELEASE
5847 San Felipe, Suite 3300• Houston, Texas 77057 • (713) 789-1400
5847 San Felipe, Suite 3300• Houston, Texas 77057 • (713) 789-1400
FOR IMMEDIATE RELEASE
|
Analyst Contact: | Jeffrey L. Chastain | ||
| (713) 917-2020 | ||||
| Media Contact: | Kate Perez | |||
| (713) 917-2343 |
Ensco
plc and Pride International Announce Special Shareholder
Meetings to be held on 31 May 2011 to Vote on Proposed Combination
Meetings to be held on 31 May 2011 to Vote on Proposed Combination
London,
England and Houston, Texas, 26 April 2011 — Ensco plc (NYSE: ESV) and Pride
International, Inc. (NYSE: PDE) jointly announced today that they each will hold special
shareholder meetings on 31 May 2011 to vote on the merger of their companies, creating the world’s
second largest mobile offshore drilling fleet. The Ensco and Pride joint proxy statement/prospectus has been
finalized and soon will be distributed to shareholders of both companies. The Ensco and Pride
boards of directors have recommended that their respective shareholders vote in favor of the merger
at their respective special meetings.
“We look forward to completing this transaction and bringing our two companies together,”
commented Ensco’s Chairman & CEO Dan Rabun. “This merger will create the world’s second largest
mobile offshore drilling fleet and provide many benefits to customers, employees and shareholders.”
Ensco and Pride previously announced a definitive merger agreement under which Ensco will
acquire Pride in a cash and stock transaction. In preparation for the shareholder meetings, Ensco
and Pride satisfied antitrust and securities regulatory requirements and Ensco successfully
completed a $2.5 billion senior notes offering, the net proceeds of which will facilitate the Pride
acquisition.
Holders of Ensco American depository shares (ADS) at the close of business on 11 April 2011
may vote their shares in connection with Ensco’s special meeting, which will be held on 31 May
2011 at 8:30 a.m. (London time) at 6 Chesterfield Gardens, London, W1J 5BQ. Pride stockholders who
held Pride’s common stock at the close of business on 11 April 2011 may vote and attend Pride’s
special meeting, which will be held on 31 May 2011 at 8:00 a.m. (Houston time) at the Hotel
Granduca, 1080 Uptown Park Blvd., Houston, Texas 77056.
Please note that votes for Ensco’s special shareholder meeting must be received by the 24
May 2011 cut-off date in order for the ADS depositary to properly record votes. For employees and
directors holding shares in Ensco benefit plans, the cut-off date to vote is 19 May 2011.
Shareholders who have questions about the merger and/or the process to submit proxies or
voting instructions may contact Ensco’s proxy solicitor, D.F. King at (800) 859-8509 or Pride’s
proxy solicitor, Innisfree M&A Incorporated at (877) 825-8772. Additional copies of the proxy
statement/prospectus and/or proxy card may be obtained from the proxy solicitors.
Shareholders of both companies are encouraged to read the proxy materials in their entirety as
they provide, among other matters, a discussion of the reasons behind the recommendation of each
company’s board of directors that shareholders vote “FOR” the approvals necessary to complete the
proposed merger.
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. Ensco recently earned the top rating for overall
customer satisfaction in the leading independent survey conducted by EnergyPoint Research with #1
rankings in eleven separate categories. 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.
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 acquisition of Pride International, Inc., Ensco 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 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 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 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 will also be able to 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, 214-397-3015, or Investor Relations, Pride International, 5847 San
Felipe Street, Suite 3300, Houston, TX 77057, 713-917-2020. 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. 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 have been filed with the SEC.
Forward-Looking Statements
Statements included in this document regarding the scheduled shareholder meetings, consummation of
the proposed transaction, benefits to customers, employees and shareholders, growth potential,
timing, effects of the transaction, contemplated financing of the transaction, or other attributes
of the combined companies, expected shipyard deliveries 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, including pending class action litigation, 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,
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 December 31, 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.
| 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 Vice President Investor Relations and Corporate Communications 713-917-2020 Media Contact Kate Perez Director Investor Relations and Corporate Communications 713-917-2343 |