Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit
Number
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Description
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2.1*
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Agreement and Plan of Merger dated as of May 29, 2017, by and among Ensco plc, Echo Merger Sub LLC and Atwood Oceanics, Inc.
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99.1
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CEO Letter to Employees
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99.2
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Presentation to Employees, dated May 30, 2017
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*
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Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation
S-K.
A copy of any omitted schedule will be furnished to the SEC upon request.
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* * *
Additional Information and Where You
Can Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. The proposed merger between the Company and Ensco will be submitted to the respective shareholders of the Company and Ensco for their consideration.
In connection with the proposed merger, the Company will file a registration statement on Form
S-4,
including a joint proxy statement/prospectus of the Company and Ensco, with the SEC. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND ENSCO ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER, THE PARTIES TO THE MERGER AND THE RISKS ASSOCIATED WITH THE MERGER. A definitive joint proxy statement/prospectus will
be sent to security holders of the Company and Ensco seeking their approval of the proposed merger connection with the Company and Ensco shareholder meetings. Investors and security holders may obtain a free copy of the joint proxy
statement/prospectus (when available) and other relevant documents filed by the Company and Ensco with the SEC from the SECs website at www.sec.gov. Security holders and other interested parties will also be able to obtain, without charge, a
copy of the joint proxy statement/prospectus and other relevant documents (when available) by directing a request by mail or telephone to either Investor Relations, Atwood Oceanics, Inc.,
15011 Katy Freeway, Suite 800, Houston, Texas 77094, telephone
281-749-7840,
or Investor Relations, Ensco plc, 5847
San Felipe, Suite 3300, Houston, Texas 77057, telephone
713-430-4607.
Copies of the documents filed by the Company with the SEC will be available free of charge on
Atwoods website at www.atwd.com under the tab Investor Relations. Copies of the documents filed by Ensco with the SEC will be available free of charge on Enscos website at www.enscoplc.com under the tab Investors.
Security holders may also read and copy any reports, statements and other information filed with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800)
732-0330
or visit the SECs website for further information on its public reference room.
Participants in the
Solicitation
The Company and Ensco and their respective directors, executive officers and certain other members of management may be
deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction. Information about these persons is set forth in the Companys proxy statement relating to its 2017 Annual Meeting
of Shareholders and Enscos proxy statement relating to its 2017 General Meeting of Shareholders, as filed with the SEC on January 9, 2017 and March 31, 2017, respectively, 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 the respective companies security holders generally, by reading the joint
proxy statement/prospectus and other relevant documents regarding the transaction, which will be filed with the SEC.
Cautionary Note Regarding
Forward-Looking Statements
Statements included in this communication regarding the Company and Ensco and the proposed merger and
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). 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 the Company, delays, costs and difficulties related to the transaction, market conditions and Enscos financial
results and performance following the completion of the merger, 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 the Companys and Enscos Annual Report on Form
10-K
for the year ended September 30, 2016 and December 31, 2016, respectively, and their respective other filings with the SEC,
which are available on the SECs website at www.sec.gov. 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 the Company and Ensco disclaim any intention or obligation to update publicly or revise such statements, whether
as a result of new information, future events or otherwise.
No Offer or Solicitation
This communication 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.