AGREEMENT AND PLAN OF MERGER among ENSCO PLC, ENSCO VENTURES LLC, ENSCO INTERNATIONAL INCORPORATED and PRIDE INTERNATIONAL, INC. Dated as of February 6, 2011Agreement and Plan of Merger • February 7th, 2011 • Pride International Inc • Drilling oil & gas wells • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 6, 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”).
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • February 7th, 2011 • Pride International Inc • Drilling oil & gas wells • Delaware
THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this “Amendment”), dated as of February 6, 2011, is entered into by and between Pride International, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”), pursuant to Section 27 of the Rights Agreement, dated as of September 12, 2001, between the Company and the Rights Agent, as amended by the Amendment to Rights Agreement, dated as of January 29, 2008, between the Company and the Rights Agent (as so amended, the “Rights Agreement”).
