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Ensco plc Issues Letter to Shareholders and Files Investor Presentation

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Reaffirms Strategic and Financial Rationale of Transaction with
Atwood Oceanics and Clear Long-Term Value Creation Opportunity for
Shareholders

Ensco plc (NYSE:ESV) ("Ensco" or the "Company") today announced that it
issued a letter to its shareholders regarding the compelling strategic
and financial rationale behind its proposed all-stock transaction with
Atwood Oceanics, Inc. (NYSE:ATW) ("Atwood"). Ensco's Board of Directors
has unanimously recommended Ensco shareholders vote "FOR" the
acquisition at the company's upcoming general meeting of shareholders on
5 October 2017. In addition, the Company announced it has filed a
related investor presentation that is available on the Investor
Relations section of Ensco's website at www.enscoplc.com.
The letter and presentation highlight the compelling strategic and
financial rationale of the acquisition, including:

  • Independent proxy advisory firm Glass Lewis' recommendation to
    support the transaction,
    which states: "We find that the proposed
    transaction appears strategically reasonable and, on balance,
    financially acceptable from the perspective of Ensco and its
    shareholders," and "strategically, the proposed transaction would
    create a larger offshore drilling company with a broader portfolio of
    assets and greater scale."
  • Changing demand: Contract awards and indicators of future
    customer demand have shown positive signs recently. Ensco, and many of
    its Tier 1 competitors, expects established offshore drillers with
    superior technology, high-specification assets and geographic reach to
    be best positioned to grow market share as customers increasingly rely
    on these drillers for future offshore projects, leading to the
    creation of long-term shareholder value.
  • The right timing: As the industry continues to evolve towards a
    bifurcation among remaining offshore drillers based on breadth and
    quality of service offerings, now is an opportune time – while asset
    valuations are at cyclical lows – to acquire Atwood's
    high-specification assets at below-market values and further Ensco's
    position as a Tier 1 offshore driller.
  • Compelling purchase price: At approximately $222 million per
    floater, Ensco is acquiring high-quality, high-specification assets at
    a compelling purchase price reflecting cyclical lows, furthering the
    company's ability to meet customer demand and strengthening its
    competitive position.
  • Opportunity for substantial upside: Atwood's premium assets are
    expected to have a strong EBITDA growth profile in a market recovery,
    which will provide significant upside for Ensco shareholders. Under
    various recovery scenarios, Atwood's six floaters are expected to
    generate EBITDA between approximately $100 million and $500 million
    per year.1
  • Preserving strong pro forma liquidity position and financial
    flexibility
    : The combination preserves Ensco's financial strength
    and balance sheet, with a strong pro forma liquidity position of
    approximately $3.3 billion as of June 30, 2017, while also giving the
    company the financial flexibility to continue investing counter
    cyclically to drive long-term shareholder value.
  • The right opportunity: Ensco's Board of Directors and
    management are actively focused on creating shareholder value, and
    after evaluating select M&A opportunities against several criteria,
    determined this transaction offers the right assets in the right
    locations at the right price and the right time.

The text of the shareholder letter follows below.

Dear Ensco Shareholders:

You have an important decision to make regarding the future of your
company at Ensco's general meeting of shareholders on 5 October 2017.
You are being asked to vote on Ensco's pending acquisition of Atwood
Oceanics, Inc. ("Atwood"), which will further enhance our competitive
position and create long-term value for all shareholders.

Following a thorough market evaluation and negotiation, and based on
comparable transactions, as well as the company's expectations that this
transaction will generate double-digit accretion and total synergies
that create more than $585 million of present value at a 10% discount
rate, the Ensco Board of Directors unanimously determined that the
pending acquisition of Atwood is in the best interests of Ensco and its
shareholders. The transaction will create a financially stronger 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.

As you may be aware, the independent proxy advisory firm Glass Lewis has
recommended that Ensco shareholders vote "FOR" the transaction. In
making its recommendation, Glass Lewis recognized the numerous financial
and strategic merits of the acquisition, as well as the advantageous
timing of the transaction, noting2:

"…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 transactions."

"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."

Proxy advisory firm Institutional Shareholder Services ("ISS") also
recently issued a report regarding the proposed all-stock transaction
with Atwood. Although it reached a different conclusion, in its
analysis, ISS also noted the strategic benefits of the transaction3:

"…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."

The Ensco Board of Directors unanimously urges you to vote "FOR"
the transaction with Atwood.

THE ATWOOD ACQUISITION WILL CREATE SIGNIFICANT VALUE FOR ENSCO
SHAREHOLDERS WHILE MAINTAINING FINANCIAL FLEXIBILITY AND LIQUIDITY

The Ensco Board and management team have a track record of successfully
executing a disciplined capital management strategy centered on
enhancing shareholder value – and the pending acquisition of Atwood is
no different. Values for highest-specification assets are at a critical
inflection point; there are few such assets currently available in the
global supply, and the company believes that future pricing of these
assets will increase sharply given fierce competition from other
offshore drillers looking to purchase these assets which are at all-time
cyclical lows. By acquiring Atwood at a pivotal time in the market
cycle, Ensco has positioned itself to gain high-quality assets at a
compelling purchase price, with the implied per-rig consideration lower
than values for comparable asset opportunities available today. These
high-specification assets will further our ability to meet increasing
customer demand and strengthen our competitive position, which coupled
with significant expected synergies, will generate meaningful, long-term
value for all shareholders.

The compelling economics of the proposed combination include:

  • Strong Pro Forma Liquidity Position and Financial Flexibility:
    The combination preserves Ensco's financial strength and balance
    sheet, with a strong pro forma liquidity position of approximately
    $3.3 billion as of June 30, 2017, while also giving the company the
    financial flexibility to continue investing counter cyclically to
    drive long-term shareholder value. In addition, with Atwood, Ensco
    will become a larger company with an even higher-quality rig fleet,
    which will greatly improve the company's access to liquidity and
    provide it with additional financial flexibility at a pivotal point in
    the market recovery. The pro forma company's liquidity is
    approximately in line with the recent average for standalone Ensco,
    and provides a competitive advantage relative to most established,
    well-capitalized drillers.
  • Significant Total Synergies: Ensco expects to realize $60
    million of expense synergies in 2018 and run rate synergies of $80
    million on an annual basis beginning in 2019. In total, the
    acquisition is estimated to create more than $585 million of present
    value at a 10% discount rate, with approximately $400 million expected
    to accrue to Ensco shareholders.
  • Double-Digit Accretion: We anticipate that the
    transaction will generate double-digit accretion for Ensco
    shareholders in the current environment, while also remaining
    significantly accretive in more protracted recovery scenarios.
  • Substantial Upside: Atwood's premium assets are expected to
    have a strong EBITDA growth profile in a market recovery, which will
    provide significant upside for Ensco shareholders. Under various
    recovery scenarios, Atwood's six floaters are expected to generate
    EBITDA between approximately $100 million and $500 million per year.4
  • Sizable Ownership in Combined Company: Ensco shareholders will
    participate in the significant near- and long-term benefits of the
    combined company, with a 69% ownership stake.

PURCHASING ATWOOD'S HIGH-QUALITY ASSETS AT AN ATTRACTIVE PRICE
STRENGTHENS ENSCO'S POSITION AS A TIER 1 OFFSHORE DRILLER

As the offshore drilling landscape continues to evolve, with increased
consolidation reducing the number of offshore drillers and increasing
the bifurcation between Tier 1 and Tier 2 drillers, it is more important
than ever that Ensco take the actions necessary to continue to further
strengthen its competitive position by refreshing its rig fleet and
enhancing its exposure to key strategic markets.

OUR STRATEGIC PLAN IS TO REMAIN A TIER 1 DRILLER

Customers are increasingly focused on engaging Tier 1 offshore
drillers—those with scale, diversification, a broad global footprint and
financial strength; highest-specification assets; technology and
innovation that deliver efficiencies; and new contracting models.
Acquiring Atwood adds high-specification, complementary rigs and
increased scale that significantly strengthen and renew Ensco's fleet.

And this has been achieved at an appropriate and fair price.
Following a competitive process, Ensco's offer is in line with implied
market values from a competing bid, with the premium at the time of the
offer less than 10% higher than the market value of the prior competing
bid, a difference of only approximately $10 million per rig or less than
2% of current newbuild replacement cost.

The pending acquisition will:

  • Add High-Specification Assets at a Compelling Purchase Price: At
    approximately $222 million per floater, Ensco is acquiring
    high-quality assets at a compelling purchase price reflecting cyclical
    lows, furthering the company's ability to meet customer demand and
    strengthening its competitive position. This compares to an estimated
    $650 million to build a fully operational equivalent asset,
    approximately $400 million to acquire a distressed asset and
    approximately $150 million for a complete package of subsea equipment
    – all of which are also priced at cyclical lows. Other asset
    opportunities in the market that were comparable in quality to
    Atwood's floaters were above the values offered by Ensco at the time
    of the transaction including assets of distressed companies, which
    come with greater operational risks and potentially significant costs
    to reactivate stacked rigs.
  • Expand Ensco's Global Footprint and Customer Base: The
    acquisition will supplement exposure to deep- and shallow-water
    markets that span six continents and strengthen Ensco's position in
    the growing Australian market. In addition, the pro forma company will
    have a diverse customer base of 27 national oil companies, supermajors
    and independents.
  • Add Six Ultra-Deepwater Floaters: This includes four of
    the most capable drillships in the industry, and two modern
    ultra-deepwater semisubmersibles. These assets will position the pro
    forma company to better meet customer demands.
  • Create a Fleet of 62 Rigs: The go-forward fleet will be
    comprised of ultra-deepwater drillships, versatile semisubmersibles
    and shallow-water jackups. It will have a larger number of
    highest-specification assets following the acquisition of the Atwood
    fleet, and these assets are expected to be the most in-demand rigs
    regardless of market conditions.

INDUSTRY INFLECTION POINT INDICATES THE TIME IS RIGHT FOR THE ATWOOD
TRANSACTION

Ensco's Board and management team have decades of industry knowledge and
experience that we draw upon as we evaluate strategic opportunities to
prepare the company for the future—experience that ISS, as an outside
generalist observer of the market, does not possess and appears to
disregard in its report. During the downturn, Ensco methodically and
thoughtfully took several capital management actions that successfully
strengthened its balance sheet, providing for its current financial
strength, and improved its competitive positioning to prepare the
company for a prolonged recovery in the offshore drilling industry and
to take advantage of unique opportunities such as the acquisition of
Atwood. The Board and management will continue to regularly evaluate all
opportunities to strengthen the balance sheet as they have in the past.

We strongly believe we are now in a different point in the industry
cycle compared to the overall weakness of the past three years, and our
financial strength gives us flexibility to evaluate investment
opportunities to better position the company for anticipated increased
levels of demand in the future.

Contract awards and indicators of future customer demand have shown
positive signs recently. The company expects Tier 1 offshore drillers
with superior technology, high-specification assets and geographic reach
to be best positioned to grow market share as customers increasingly
rely on these drillers for future offshore projects, leading to the
creation of long-term shareholder value.

ENSCO WANTS TO FURTHER ITS STATUS AS A TIER 1 DRILLER AND NEEDS
ATWOOD'S HIGH-QUALITY ASSETS TO DO SO

The Atwood acquisition is a unique opportunity to significantly
strengthen and renew Ensco's fleet at a key juncture in the market
recovery cycle – while valuations remain attractive – by adding
high-specification, complementary assets. The deal with Atwood was the
result of a robust competitive process among a number of suitors. We
believe there are a limited number of assets of this quality in the
global fleet and our offshore drilling peers, recognizing the same
industry improvements that we have identified, will not let these
valuable assets stay on the market long at prices that reflect all-time
cyclical lows.

MAXIMIZE THE VALUE OF YOUR INVESTMENT BY VOTING "FOR"
THE TRANSACTION ON THE PROXY CARD TODAY

On behalf of your Board of Directors, we thank you for your continued
support.

Sincerely,

Carl Trowell
Chief Executive Officer

Paul E. Rowsey, III
Non-Executive Chairman of the Board

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 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.

1 Assuming scenarios where contracted day rates average
$200,000 and $400,000, respectively.

2 Permission to use quotations neither sought nor obtained.

3 Permission to use quotations neither sought nor obtained.

4 Assuming scenarios where contracted day rates average
$200,000 and $400,000, respectively.

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