Ensco and Atwood Oceanics have filed definitive proxy materials with the US Securities and Exchange Commission (SEC) for the proposed merger announced in late-May.
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Atwood Oceanics headquarters. Image from Atwood. |
The two companies will each hold shareholders meeting to discuss the proposed merger on 5 October.
Ensco said in a statement last week that both Ensco and Atwood boards of directors unanimously recommend that shareholders vote “FOR” each company’s respective proposals set forth in the joint proxy statement/prospectus at their respective shareholder meetings.
“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 CEO 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 shareholders is scheduled to take place on 5 October at 3:00 p.m. (London time), while Atwood’s 2017 special meeting of shareholders is scheduled for 5 October at 9:00 a.m. (Houston time).
On 30 May, Ensco and Atwood announced the two had entered into a definitive merger agreement worth about US$839 million that would see Ensco 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.
Ensco expects the deal to close in the first week of October 2017.
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