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Ensco Shareholders Approve Atwood Oceanics Merger
Friday 06 October 2017

6 October 2017 - Shareholders of UK-based offshore drilling services company Ensco plc (NYSE: ESV) have approved the company's deal to acquire Texas, US-based offshore drilling provider Atwood Oceanics, Inc. (NYSE: ATW) at the company's 5 October shareholder meeting,

Final results of the general meeting of shareholders indicate that 65% of the shares cast at the meeting voted in favor of this proposal.

Separately, Atwood announced that its shareholders voted to adopt the merger agreement with Ensco at a special meeting of Atwood shareholders.

This deal was announced on 30 May 2017. Under the deal, Ensco will acquire Atwood in a stock transaction.

Under 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 USD 10.72 per Atwood share based on Ensco's closing share price of USD 6.70 on 26 May 2017.

The definitive merger agreement was unanimously approved by each company's board of directors.
Ensco said it expects to realise annual pre-tax expense synergies of approximately USD 65m for full year 2019 and beyond. The combination is expected to be accretive on a discounted cash flow basis.

Adjusted for the expected retirement of Atwood's outstanding revolving credit facility with cash and short-term investments on hand, total available liquidity was USD 3.9bn on 31 March 2017 and included USD 1.6bn of cash and short-term investments.

The estimated enterprise value of the combined company is USD 6.9bn, based on the closing price of each company's shares on 26 May 2017. The combined company will have approximately USD 3.7bn in revenue backlog.

The company said the acquisition enhances its high-specification floater and jackup fleets, adding technologically advanced drillships and semisubmersibles, and refreshing its jackup fleet to be positioned for the market recovery.

The acquisition will strengthen Ensco's position as an offshore driller with exposure to deep- and shallow-water markets that span six continents.

Upon closing, Ensco said it will add six ultra-deepwater floaters, including four drillships and five high-specification jackups.

The combined company will have a fleet of 63 rigs, comprised of ultra-deepwater drillships, versatile deep- and mid-water semisubmersibles and shallow-water jackups, along with a diverse customer base of 27 national oil companies, supermajors and independents.

Ensco plc provides offshore drilling services to the petroleum industry. The company has a presence in offshore basins across six continents.

Atwood Oceanics, Inc. is engaged in the drilling and completion of exploration and development wells for the global oil and gas industry. The company currently owns nine mobile offshore drilling units and is constructing two ultra-deepwater drillships.

Morgan Stanley and Co. LLC is lead financial advisor to Ensco. DNB Markets, part of DNB Bank ASA and HSBC Securities Inc. also provided financial advice to Ensco. Ensco's legal advisor is Latham Watkins LLP. The financial advisor for Atwood is Goldman Sachs and Co. LLC and its legal advisor is Gibson, Dunn and Crutcher LLP.
Date Published: 06/10/2017
Target: Atwood Oceanics, Inc
Country: USA
Deal Size: 6.9bn (USD)
Sector: Petroleum/Natural Gas/Coal
Type: Corporate acquisition
Financing: Stock
Status: Agreed
Buyer: Ensco plc
Buyer Advisor: Morgan Stanley and Co , DNB Markets , Latham Watkins LLP