AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
Exhibit 2.1
AMENDMENT NO. 2 TO
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) dated as of May 23,
2011, is by and among Ensco plc, a public limited company organized under the laws of England and
Wales (“Parent”), Pride International, Inc., a Delaware corporation (the “Company”), ENSCO Ventures
LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of Parent
(“Merger Sub”), and ENSCO International Incorporated, a Delaware corporation and an indirect,
wholly-owned subsidiary of Parent (“Delaware Sub”).
RECITALS
WHEREAS, the parties hereto entered into the Agreement and Plan of Merger, dated as of
February 6, 2011 and amended as of March 1, 2011 (as so amended, the “Agreement”), by and among
Parent, the Company, Merger Sub and Delaware Sub.
WHEREAS, the parties hereto desire to amend certain terms in the Agreement.
WHEREAS, the respective boards of directors of Parent, the Company, Merger Sub and Delaware
Sub have determined that this Amendment is advisable and in the best interests of their respective
shareholders, stockholders and members and have authorized and approved the execution and delivery
of the Amendment.
NOW, THEREFORE, in consideration of the foregoing, and of the representations, warranties,
covenants and agreements contained herein, the parties hereto hereby agree as follows:
Section 1. Amendment No. 2. The Agreement is hereby further amended as follows as of
the date hereof:
(a) Section 5.3(b) of the Agreement shall be amended by deleting it in its entirety and
substituting in lieu thereof:
(b) The Company shall submit the adoption of this Agreement to its
stockholders unless the Board of Directors of the Company shall have made a
Company Adverse Recommendation Change in compliance with Section 5.3(d) or
this Agreement is terminated in accordance with the terms hereof.
(b) The first sentence of Section 5.3(e) of the Agreement shall be amended by deleting
it in its entirety and substituting in lieu thereof: “Except as provided in Section 5.3(b),
Parent and the Company shall use their reasonable best efforts to hold the Parent
shareholders meeting and the Company stockholders meeting on the same day and as soon as
reasonably practicable after the date of this Agreement.”
(c) The reference to “12 months” set forth in Section 7.5(a)(i)(A)(1)(b) of the
Agreement shall be changed to “nine months.”
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(d) The reference to “$260,000,000” set forth in Section 7.5(a)(i) of the Agreement
shall be changed to “$195,000,000.”
Section 2. References. All capitalized terms not otherwise defined in this Amendment
shall the meaning set forth in the Agreement.
Section 3. Representations and Warranties. Each of the parties hereto represent and
warrant that this Amendment has been duly and validly authorized, executed and delivered by such
party and constitutes the legal, valid, and binding obligation of such party, enforceable against
such party in accordance with its terms.
Section 4. Entire Agreement. This Amendment embodies the entire agreement of the
parties and supersedes any prior agreements or understandings with respect to the subject matter
hereof. Except as modified or supplemented hereby, the Agreement, the exhibits to the Agreement,
the Parent Disclosure Schedule, the Company Disclosure Schedule and any documents delivered by the
parties in connection the Agreement shall continue in full force and effect. All references in the
Agreement, the Company Disclosure Schedule and the Parent Disclosure Schedule to “this Agreement”
or “the Agreement” shall be read as references to the Agreement, as amended by this Amendment, but
references to the date of the Agreement therein shall remain references to February 6, 2011.
Section 5. Governing Law. Except to the extent that the laws of the jurisdiction of
organization of any party hereto, or any other jurisdiction, are mandatorily applicable to the
Merger or to matters arising under or in connection with this Amendment, this Amendment and all
disputes and controversies arising hereunder or related hereto shall be governed by and construed
in accordance with the laws of the State of Delaware, without regard to its rules of conflicts of
laws that would apply any other law.
Section 6. Counterparts. This Amendment may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute one and the same instrument. Each counterpart may
consist of a number of copies hereof each signed by less than all, but together signed by all of
the parties hereto. Signatures to this agreement transmitted by facsimile transmission, by
electronic mail in “portable document format” (.pdf) form, or by any other electronic means
intended to preserve the original graphic and pictorial appearance of a document, will have the
same effect as physical delivery of the paper document bearing the original signature.
[Signatures on next page]
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IN WITNESS WHEREOF, the parties have executed this Amendment and caused the same to be duly
delivered on their behalf on the day and year first written above.
ENSCO PLC | ||||
By: | /s/ Xxxxxx X. Xxxxx | |||
Name: | Xxxxxx X. Xxxxx | |||
Title: | Chairman, Chief Executive Officer and President | |||
PRIDE INTERNATIONAL, INC. | ||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | President and Chief Executive Officer | |||
ENSCO VENTURES LLC | ||||
By: | /s/ Xxxxxx X. Xxxxx | |||
Name: | Xxxxxx X. Xxxxx | |||
Title: | Vice President and Secretary | |||
ENSCO INTERNATIONAL INCORPORATED | ||||
By: | /s/ Xxxxxx X. Xxxxx | |||
Name: | Xxxxxx X. Xxxxx | |||
Title: | Vice President and Secretary | |||