Market Overview

Ensco plc Reaffirms Strategic and Financial Rationale of Transaction and Clear Long-Term Value Creation Opportunity for Shareholders


Proxy Advisory Firm Glass Lewis Recommends Ensco plc Shareholders
Vote "FOR" Acquisition of Atwood Oceanics

Ensco plc (NYSE:ESV) ("Ensco" or the "Company") today announced that
leading independent proxy advisory firm Glass Lewis ("Glass Lewis"), has
recommended that Ensco shareholders vote "FOR" the proposed all-stock
transaction with Atwood Oceanics, Inc. (NYSE:ATW) ("Atwood") at the
company's upcoming general meeting of shareholders on 5 October 2017.

In making its recommendations, Glass Lewis noted*:

  • "…we find that the proposed transaction appears strategically
    reasonable and, on balance, financially acceptable from the
    perspective of Ensco and its shareholders."
  • "We recognize that the offshore drilling industry would likely benefit
    from consolidation and that, in this regard, Ensco has taken a
    proactive approach to reviewing a range of opportunities, including
    the potential acquisition of assets and larger scale transaction."
  • "Strategically, the proposed transaction would create a larger
    offshore drilling company with a broader portfolio of assets and
    greater scale. Atwood and Ensco currently have limited customer
    overlap and the combined company would have a broader and more
    diversified customer base as well as a diversified geographic profile."
  • "The combined company is expected to benefit from approximately $65
    million of pre-tax annual cost savings, a majority of which are
    expected to be achieved in 2018, with the full amount expected to be
    realized on a run-rate basis by 2019."
  • "Moreover, the combined company would have a strong balance sheet and
    a reasonable leverage profile, in our view, with a pro forma net debt
    to capitalization ratio of 29% as at March 31, 2017."
  • "Overall, we see no cause for significant shareholder concern with the
    strategic rationale of the proposed transaction, which will combine
    the complementary operations and assets of Atwood and Ensco, providing
    greater scale and opportunities to achieve meaningful synergies, in
    our view."

Carl Trowell, Ensco President and Chief Executive Officer, stated:
"We are pleased that Glass Lewis recognizes the compelling strategic and
financial merits of Ensco's acquisition of Atwood and has urged
shareholders to support this combination. We believe the offshore
drilling sector is entering a recovery phase following an extended
downturn and that now is the time to make counter-cyclical investments
in the highest-specification assets to generate long-term shareholder
value. We are already seeing asset pricing for these rigs begin to
inflect and, going forward, we believe the pricing of these assets will
increase sharply given the limited number of these rigs in the global
supply as well as fierce competition from other drillers looking to
purchase highest-quality assets at all-time cyclical lows."

"By adding Atwood now, at a key juncture in the market cycle, we are
acquiring high-quality assets at a compelling price reflecting cyclical
lows, furthering our ability to meet increasing customer demand and
strengthening our competitive position, which coupled with significant
expected synergies, will generate meaningful, long-term value for our
shareholders. With Atwood, we will become a larger company, with a
higher-quality rig fleet, which will greatly improve our access to
liquidity and provides us with additional financial flexibility at a
pivotal point in the market recovery. As we move through the next stage
of the market cycle, we will continue to make disciplined capital
deployment decisions that preserve our financial strength and
flexibility and best position Ensco in the offshore recovery."

"Since announcing the merger, Ensco has engaged with many shareholders
and we are pleased with the support we have received for the transaction
and the recognition of the significant value this acquisition will
create. We look forward to the general meeting of shareholders on 5
October as we work towards completing the transaction and fully
realizing the benefits that Atwood brings to the combined company."

Ensco notes that the acquisition of 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

  • 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.

The Company also acknowledged the report recently issued by proxy
advisory firm Institutional Shareholder Services ("ISS") regarding the
proposed all-stock transaction with Atwood. The company firmly believes
that ISS reached the wrong conclusion in failing to recommend that
shareholders vote "FOR" the transaction. Even ISS, in its report,
recognized the logic of the combination, noting*:

  • "…the transaction is a model opportunity (what could perhaps be called
    ‘opportunistically strategic') that achieves two ends at once—a deep
    value bet with limited downside and an embedded option on full market
    recovery, plus a strategic fit that defends and/or extends Ensco's
    competitive position."
  • "The quality of the Atwood assets is indeed recognized across the
    industry. Not only that, their strategic fit with Ensco's current
    fleet is also apparent, as both companies have blended fleets of
    moderate depth jackups and highspec, ultra-deepwater drillships."
  • "Ensco is presenting a deal during the most severe downturn in the
    industry in the last several decades. From that perspective, the
    timing of the transaction seems appropriate."

Ensco notes that the ISS report highlights the potential market
conditions surrounding the transaction and cites the proposed
acquisition of Atwood as a "model opportunity". However, ISS appears to
have disregarded both Ensco and third-party views on the market outlook
and the competitive dynamics moving forward. Instead, ISS has
substituted its subjective judgment for rigorous assessment of the
market by Ensco's Board of Directors and management, while failing to
include and inconsistently applying information throughout their
analysis. Ensco has consistently cited the increasing consolidation
within the industry; stabilizing breakeven levels on offshore projects;
increasing confidence from major oil companies towards their offshore
projects and improving utilization rates for the global rig fleet. These
points have also all been echoed by Ensco's offshore drilling peers in
recent months as well as by Glass Lewis. Ensco believes investors will
independently evaluate quantifiable factors related to market activity.

Ensco's Board of Directors unanimously recommends that Ensco
shareholders vote "FOR" the proposal to combine with Atwood in an
all-stock transaction at the upcoming general meeting of shareholders,
which is necessary to complete the acquisition.

Ensco's general meeting of shareholders is scheduled to take place on 5
October 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 23 August
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 5 October

As previously announced on 30 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 company
anticipates closing the transaction in the first week of October 2017.

Shareholders who have questions about the merger and/or the process to
submit proxies or voting instructions may contact Ensco's proxy
solicitors, D.F. King at +1 (888) 626-0988 or MacKenzie Partners at +1
(800) 322-2885, or Atwood's proxy solicitor, Innisfree M&A Incorporated
at +1 (888) 750-5834. Banks and Brokers may call collect at +1 (212)
269-5550 or +1 (212) 929-5500 for Ensco or +1 (212) 750-5833 for Atwood.
Copies of the proxy statement/prospectus and/or proxy card may be
obtained from the respective proxy solicitors.

Shareholders of both companies are encouraged to read the proxy
materials in their entirety as they provide, among other information, 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.

*Permission to use quotations neither sought nor obtained

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. Ensco is ranked first in total customer
satisfaction in the latest independent survey by EnergyPoint Research -
the sixth 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 registered office and corporate
headquarters located at 6 Chesterfield Gardens, London W1J 5BQ. To learn
more, visit our website at

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
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
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
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
under the tab "Investors." Copies of the documents filed by Atwood with
the SEC are available free of charge on Atwood's website at
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!