Rowan and Ensco Agree to Combine Customer notes
Exhibit 99.11
Xxxxx and Ensco Agree to Combine
Customer notes
· | What has occurred? Earlier today, we entered into definitive agreement to combine Rowan and Ensco in a merger of equals. Upon close: |
§ | Xxx Xxxxx will lead the management team as CEO and President, while Ensco’s current CFO, Xxx Xxxxxx will serve as CFO for the combined company. The remainder of the senior management team will be split between the two companies. |
§ | Ensco’s current CEO, Xxxx Xxxxxxx, will become the Executive Chairman of the Board and the remaining ten board members will be drawn equally from the two companies. |
· | When is the combination expected to close? |
§ | We expect the transaction could close as early as the first half of 2019, although it could close later in 2019. |
§ | The transaction is subject to a number of closing conditions, including shareholder votes for both companies and various regulatory approvals. We will continue to operate completely independently as competitors until we close the transaction. |
§ | We will continue to conduct business as usual and keep our teams focused on their normal day to day jobs. |
· | Why have we entered into this agreement? |
§ | We believe the combination will allow us to serve our customers better than either company can do standalone. |
§ | The industrial logic of the combination is strong. The combination provides Xxxxx with meaningful scale in the ultra-deepwater, regain greater xxxxxxxx xxxx in jackups following our formation of ARO Drilling, and gives us access to several new geographic regions. After close, we will have one of the youngest and most versatile fleets in key drilling regions around the world. 25 of the combined company’s fleet of 28 floating rigs (drillships and semisubmersibles) will be ultra-deepwater drilling rigs with an average age of six years. The combined company’s jackup rig fleet will be composed of 54 rigs, including 22 modern benign-water units and 16 modern harsh environment units. |
· | Why now? |
§ | Both Xxxxx and Ensco are pursuing the proposed combination from a position of strength. Combined, the two companies will have a greater ability to serve our customers. Together, our companies will create a better driller built upon the foundation of shared core values including safety and environmental protection, respectful and ethical behavior, and continuously improving our operations. |
§ | With scale we will be able to combine efforts in the development of new technologies and the use of data analytics to drive drilling performance. Moving toward technologies such as predictive maintenance could also yield significant benefits as our industry continues to evolve. |
· | [For the key customers identified in the customer contact list] |
§ | As part of the approval process for the combination, you may be contacted by one or more regulatory agencies. We appreciate your support of this combination. |
Potential customer questions with answers:
What happens now?
We will conduct business as usual. No changes from the proposed combination will be made to our business processes until it is completed. We will provide relevant updates when we can.
What is the name of the new company?
We plan to evaluate the combined company’s name and brand as part of the integration planning process and will provide updates accordingly. The likely name is Ensco Rowan.
Who will be affected by the combined company?
While the proposed combination is transformational for both companies and will result in changes, we anticipate that the current rig management teams and rig personnel will not really be affected by the combination. However, as we combine our two companies, certain offices and positions will be consolidated.
Where will the headquarters be located?
Today, Rowan and Ensco are UK companies. After closing, the combined company will remain a UK company and its headquarters will be a small office in London. The combined company will have a significant corporate office in Houston as well as offices in major operating regions. Senior executives will be based in both London and Houston.
Will systems, policies and procedures change?
No changes associated with the combination will be made until after the transaction closes. Operating systems, policies and procedures that incorporate best practices from our two companies will be standardized across the combined company over time. We do not anticipate any significant changes to day-to-day operations on the rigs.
How will the drilling contracts be affected?
Only the ownership of Rowan Companies plc will change; therefore, we do not expect any impacts to our drilling contracts.
Forward-Looking Statements
Statements included in this document 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 plc (“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 (the “Securities Act”)). 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 Rowan Companies plc (“Rowan”), 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 Xxxxx’x Annual Report on Form 10-K for the year ended December 31, 2017 and their respective other filings with the Securities and Exchange Commission (the “SEC”), which are available on the SEC’s website at xxx.xxx.xxx. 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 document is as of today. Except as required by law, both Ensco and Xxxxx 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 Will Be Filed With the SEC
In connection with the proposed transaction, Ensco and Xxxxx will file a joint proxy statement on Schedule 14A with the SEC. To the extent Ensco effects the proposed transaction as a court-sanctioned scheme of arrangement between Xxxxx and Xxxxx’x shareholders under the UK Companies Act of 2006, as amended, the issuance of Ensco’s ordinary shares in the proposed transaction would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that Ensco determines, with Xxxxx’x consent, to structure the transaction as an offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, Ensco will file a registration statement with the SEC containing a prospectus with respect to Ensco’s ordinary shares that would be issued in the proposed transaction. INVESTORS AND SECURITY HOLDERS OF XXXXX ARE ADVISED TO CAREFULLY READ THE JOINT PROXY STATEMENT AND ANY REGISTRATION 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 and any registration statement/prospectus, as applicable, will be sent to security holders of Xxxxx in connection with Xxxxx’x shareholder meetings. Investors and security holders may obtain a free copy of the joint proxy statement (when available), any registration statement/prospectus, and other relevant documents filed by Xxxxx with the SEC from the SEC's website at xxx.xxx.xxx. Security holders and other interested parties will also be able to obtain, without charge, a copy of the joint proxy statement, any registration statement/prospectus, and other relevant documents (when available) by directing a request by mail or telephone to Investor Relations, Rowan Companies plc, 0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, telephone 000-000-0000. Copies of the documents filed by Xxxxx with the SEC will be available free of charge on Xxxxx’x website at xxx.xxxxx.xxx/xxxxxxxx-xxxxxxxxx.
Participants in the Solicitation
Xxxxx and its directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from its security holders with respect to the transaction. Information about these persons is set forth in Xxxxx’x proxy statement relating to its 2018 General Meeting of Shareholders, as filed with the SEC on April 3, 2018 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 Xxxxx’x' security holders generally, by reading the joint proxy statement, any registration statement and other relevant documents regarding the transaction, which will be filed with the SEC.
No Offer or Solicitation
This document 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
Rowan is incorporated under the laws of England and Wales. In addition, some 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 Xxxxx 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 xxx Xxxxx or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.