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Home>Proxy Advisory Firm Egan-Jones Joins Glass Lewis in Recommending Ensco plc Shareholders Vote “FOR” the Acquisition of Atwood Oceanics

Proxy Advisory Firm Egan-Jones Joins Glass Lewis in Recommending Ensco plc Shareholders Vote “FOR” the Acquisition of Atwood Oceanics

Proxy Advisory Firm Egan-Jones Joins Glass Lewis in Recommending Ensco plc Shareholders Vote “FOR” the Acquisition of Atwood Oceanics

09/29/2017

Proxy Advisory Firm Egan-Jones Joins Glass Lewis in Recommending Ensco plc Shareholders Vote “FOR” the Acquisition of Atwood Oceanics

Affirms Strategic and Financial Rationale of Transaction and Clear Long-Term Value Creation Opportunity for Shareholders

Ensco plc (NYSE:ESV) today announced that independent proxy advisory firm Egan-Jones Rating Company (“Egan-Jones”) has joined Glass Lewis (“Glass Lewis”) in recommending that Ensco shareholders vote “FOR” the pending all-stock acquisition of Atwood Oceanics, Inc. at the company’s upcoming general meeting of shareholders on 5 October 2017. The Egan-Jones recommendation affirms the strategic and financial rationale of the transaction and clear long-term value creation opportunity for Ensco shareholders.

In making its recommendation, Egan-Jones noted * :

  • “…Egan-Jones views the proposed transaction to be a desirable approach in maximizing shareholder value. After careful consideration, we believe that approval of the merger is in the best interests of the Company and its shareholders and its advantages and opportunities outweigh the risks associated to the transaction.”
  • “…the merger would enhance Ensco's asset base through the addition of high-specification drillships, semisubmersibles and jackups, creating a combined fleet that would be among the most technologically advanced in the industry and meet the deep- and shallow-water drilling requirements of clients around the world.”
  • “…the merger would lead to future business opportunities with a geographically diversified client base and operating area, with operations spanning six continents in every major deep- and shallow-water basin around the world, positioning the combined company to capitalize on increased client demand for offshore drilling rigs in the future.”
  • “…the merger would result in a well-capitalized pro forma company with a strong liquidity position.”

Ensco President and CEO Carl Trowell commented, “We are pleased that Egan-Jones has joined Glass Lewis in endorsing the long-term strategic and financial advantages that Ensco’s acquisition of Atwood would create. By adding Atwood’s high-specification assets, we will enhance our position as a Tier 1 offshore driller while maintaining financial flexibility and a strong pro forma liquidity position. Importantly, Egan-Jones and Glass Lewis have both recognized the significant upside the acquisition creates for Ensco shareholders, with substantial cost synergies and double-digit accretion expected. We are confident that this transaction will further the company’s ability to meet customer demand and strengthen our position in the sector. We look forward to completing the acquisition at Ensco’s general meeting of shareholders.”

Ensco’s Board of Directors unanimously recommends that Ensco shareholders vote “FOR” the proposal to combine with Atwood in an all-stock transaction at the upcoming general meeting of shareholders, which is necessary to complete the acquisition.

Ensco’s general meeting of shareholders is scheduled to take place on 5 October 2017 at 3:00 p.m. (London time) at the Offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY, England. All shareholders of record of Ensco’s common stock as of the close of business on 23 August 2017 will be entitled to vote their shares either in person or by proxy at the shareholder meeting.

Atwood’s 2017 special meeting of shareholders is scheduled for 5 October 2017.

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