Market Overview

Ensco plc Files Investor Presentation

Share:

Reiterates Compelling Strategic and Financial Rationale of Atwood
Transaction,
Which Best Positions Ensco to Capitalize on Market
Recovery

Highlights Company's Clearly Articulated Strategy for Delivering
Long-Term Value to Shareholders

Ensco plc (NYSE:ESV) ("Ensco" or the "Company") announced today that it
has filed an investor presentation with the U.S. Securities and Exchange
Commission ("SEC"). This presentation is available on the Investor
Relations section of Ensco's website at www.enscoplc.com.
The Ensco Board of Directors unanimously recommends that shareholders
vote "FOR" the transaction.

The presentation highlights Ensco's track record of prudent financial
management and recent contract wins around the world. The presentation
also reiterates how Ensco's pending transaction with Atwood Oceanics,
Inc. (NYSE:ATW) ("Atwood") provides Ensco a unique opportunity to
enhance and renew its fleet at a key juncture in the market recovery
cycle, while providing a clear path to maximize shareholder value. The
combination of Ensco and Atwood will create a financially strong global
offshore drilling leader with a wide range of fleet capabilities, a
diverse client base and a global footprint spanning six continents with
operations in nearly every major deep- and shallow-water basin.

Among other points, the presentation outlines that the Atwood
transaction is the next logical step in Ensco's strategy to enhance the
Company's position as a Tier 1 offshore driller, best positioning Ensco
to create long-term shareholder value. This is demonstrated by:

  • Ongoing prudent financial management and capital deployment by
    Ensco leadership and the Board of Directors, who have a history of
    making sound strategic capital decisions to best position the Company
    through various stages of the market cycle.
  • Ensco's targeted investments in technology and innovation that
    improve the Company's processes, systems and intellectual property,
    giving Ensco a competitive advantage in the offshore recovery.
  • Ensco's continuous drive toward industry-leading safety and
    operational excellence
    , which position the Company well to
    continue delivering high levels of performance to customers.
  • The enhancement of Ensco's fleet with the addition of Atwood's
    best-in-class assets at attractive, below-market values, which further
    Ensco's ability to meet increasing customer demand for
    high-specification assets.
  • Significant shareholder value creation opportunities from the
    acquisition
    , which is expected to generate double-digit accretion
    for Ensco shareholders and total synergies that create more than $500
    million of present value at a 10% discount rate.
  • A strong pro forma balance sheet with financial flexibility and
    sufficient liquidity to cover debt maturities through 2024.
  • A disciplined approach to the acquisition by Ensco's management and
    Board of Directors
    , who participated in a competitive
    process, with the premium at the time of the offer less than 10%
    higher than the market value of the competing bid.

Please click here
to view the full presentation.

About Ensco

Ensco plc (NYSE:ESV) brings energy to the world as a global provider of
offshore drilling services to the petroleum industry. For 30 years, the
Company has focused on operating safely and going beyond customer
expectations. Ensco is ranked first in total customer satisfaction in
the latest independent survey by EnergyPoint Research — the seventh
consecutive year that Ensco has earned this distinction. 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 release regarding the proposed transaction,
benefits, expected synergies and other expense savings and operational
and administrative efficiencies, opportunities, timing, expense and
effects of the transaction, financial performance, accretion to
discounted cash flows, revenue growth, future dividend levels, credit
ratings or other attributes of Ensco 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). 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 Atwood, 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 Atwood's Annual Report on Form 10-K for the year ended December 31,
2016 and September 30, 2016, respectively, 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 release is as of
the date of the release. Except as required by law, Ensco disclaims 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

In connection with the proposed transaction, Ensco has filed a
registration statement on Form S-4, including a definitive joint proxy
statement/prospectus of Ensco and Atwood, with the SEC. INVESTORS AND
SECURITY HOLDERS OF ENSCO AND ATWOOD ARE ADVISED TO CAREFULLY READ THE
REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE
TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive
joint proxy statement/prospectus has been sent to security holders of
Ensco and Atwood in connection with the Ensco and Atwood shareholder
meetings. Investors and security holders may obtain a free copy of the
definitive joint proxy statement/prospectus and other relevant documents
filed by Ensco and Atwood with the SEC from the SEC's website at www.sec.gov.
Security holders and other interested parties are 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, 5847 San
Felipe, Suite 3300, Houston, Texas 77057, telephone 713-430-4607, or
Investor Relations, Atwood Oceanics, Inc., 15011 Katy Freeway,
Suite 800, Houston, Texas 77094, telephone 281-749-7840. 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 Atwood with
the SEC are available free of charge on Atwood's website at www.atwd.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.

Participants in the Solicitation

Ensco and Atwood 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 2017 General Meeting of
Shareholders and Atwood's proxy statement relating to its 2017 Annual
Meeting of Shareholders, as filed with the SEC on 31 March 2017 and 9
January 2017, 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 definitive joint
proxy statement/prospectus and other relevant documents regarding the
transaction, which have been filed with the SEC.

No Offer or Solicitation

This release is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy or an invitation
to purchase or subscribe for any securities or the solicitation of any
vote in any jurisdiction pursuant to the proposed transaction or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
Subject to certain exceptions to be approved by the relevant regulators
or certain facts to be ascertained, the public offer will not be made
directly or indirectly, in or into any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction, or by use of
the mails or by any means or instrumentality (including without
limitation, facsimile transmission, telephone and the internet) of
interstate or foreign commerce, or any facility of a national securities
exchange, of any such jurisdiction.

Service of Process

Ensco is incorporated under the laws of England and Wales. In addition,
some of its officers and directors reside outside the United States, and
some or all of its assets are or may be located in jurisdictions outside
the United States. Therefore, investors may have difficulty effecting
service of process within the United States upon those persons or
recovering against Ensco or its officers or directors on judgments of
United States courts, including judgments based upon the civil liability
provisions of the United States federal securities laws. It may not be
possible to sue Ensco or its officers or directors in a non-U.S. court
for violations of the U.S. securities laws.

View Comments and Join the Discussion!