Ensco plc (NYSE: ESV) (“Ensco”) and Atwood Oceanics, Inc. (NYSE:
ATW) (“Atwood”) jointly announced today that they have received
notice from the Department of Justice and the Federal Trade
Commission granting early termination of the waiting period under
the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (HSR Act), with respect to the proposed merger previously
announced on 30 May 2017 pursuant to which Ensco will acquire
Atwood in a stock transaction. Accordingly, the merger closing
condition with respect to the expiration or termination of the
waiting period under the HSR Act has been satisfied. Completion of
the merger remains subject to satisfaction or waiver of certain
other conditions, including approval by the shareholders of both
Ensco and Atwood.
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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 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.
ABOUT ATWOOD
Atwood Oceanics, Inc. (NYSE: ATW) is a leading offshore drilling
company engaged in the drilling and completion of exploration and
development wells for the global oil and gas industry. Atwood
currently owns 10 mobile offshore drilling units and is
constructing two ultra-deepwater drillships. Atwood was founded in
1968 and is headquartered in Houston, Texas. For more information
about Atwood, please visit www.atwd.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
today. Except as required by law, both Ensco and Atwood disclaim
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 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 PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS
ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy
statement/prospectus will be 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 joint proxy statement/prospectus (when available) 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 will also be able to obtain, without charge, a copy of the
joint proxy statement/prospectus and other relevant documents (when
available) 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 will be 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
will be 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
joint proxy statement/prospectus and other relevant documents
regarding the transaction, which will be 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170629006315/en/
Ensco plcNick Georgas, 713-430-4607Director – Investor Relations
and CommunicationsorEnsco plcTim Richardson, 713-430-4490Manager –
Investor RelationsorAtwood Oceanics, Inc.Mark W. Smith,
281-749-7840Senior Vice President and Chief Financial Officer
Atwood Oceanics (NYSE:ATW)
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