Offshore drillers Ensco and Atwood Oceanics, which recently agreed to merge, on Friday filed definitive proxy materials with the U.S. Securities and Exchange Commission regarding the deal.
To remind, subject to certain conditions, including approval from both sets of shareholders, Ensco will acquire Atwood in an all-stock transaction.
In a statement on Friday, Ensco and Atwood said they would hold their respective shareholder meetings related to the merger on October 5, 2017.
Both the Ensco and Atwood boards of directors unanimously recommend that shareholders vote “FOR” the approvals necessary to complete the proposed merger.
“This transaction is a unique opportunity to significantly strengthen and renew Ensco’s fleet at a key juncture in the market recovery cycle by adding high-specification, complementary assets at attractive valuations,” said Ensco Chief Executive Officer and President Carl Trowell.
“By combining our fleets, we further our position as the offshore driller of choice and expect to create significant shareholder value with substantial upside relative to stand-alone scenarios, while maintaining financial flexibility through 2024.”
Ensco’s general meeting of shareholders is scheduled to take place on October 5, 2017 at 3:00 p.m. (London time) at the Offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY, England. All shareholders of record of Ensco’s common stock as of the close of business on August 23, 2017 will be entitled to vote their shares either in person or by proxy at the shareholder meeting.
Atwood’s 2017 special meeting of shareholders is scheduled for October 5, 2017 at 9:00 a.m. (Houston time) at 15011 Katy Freeway, First Floor, Houston, Texas 77094. All shareholders of record of Atwood’s common stock as of the close of business on 23 August 2017 will be entitled to vote their shares either in person or by proxy at the shareholder meeting.
As reported on May 2017, Ensco and Atwood have entered into a definitive merger agreement under which Ensco will acquire Atwood in an all-stock transaction that was unanimously approved by each company’s board of directors.
Under the terms of the merger agreement, Atwood shareholders will receive 1.60 shares of Ensco for each share of Atwood common stock for a total value of $10.72 per Atwood share based on Ensco’s closing share price of $6.70 on 26 May 2017.
Upon close of the transaction, Ensco and Atwood shareholders will own approximately 69% and 31%, respectively, of the outstanding shares of Ensco plc. There are no financing conditions for this transaction. On 29 June 2017, Ensco and Atwood announced early termination of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The two companies anticipate closing the transaction in the first week of October 2017.
Worth noting, not all the shareholders are happy with the proposed merger.
In a recent open letter to its fellow Ensco shareholders, Arrowgrass Capital Partners, a “significant Ensco shareholder,” issued a statement calling for other shareholders to vote against the proposed merger, saying the deal is not in the best interests of Ensco’s shareholders due to its excessive price, inopportune timing, and unacceptable risk, calling the Ensco shareholders to vote against the proposed deal.
Offshore Energy Today Staff