UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 1, 2011
Pride International, Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
1-13289 (Commission File Number) Identification No.) |
76-0069030 (I.R.S. Employer |
5847 San Felipe, Suite 3300 | ||
Houston, Texas (Address of principal executive offices) |
77057 (Zip Code) |
Registrants telephone number, including area code: (713) 789-1400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
þ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 | Entry into a Material Definitive Agreement |
On March 1, 2011, Pride International, Inc. (Pride) entered into an Amendment (the
Amendment) to the Agreement and Plan of Merger (the Merger Agreement), dated February 6, 2011,
among Pride, Ensco plc (Ensco), ENSCO International Incorporated, an indirect, wholly-owned
subsidiary of Ensco, and ENSCO Ventures LLC, an indirect, wholly-owned subsidiary of Ensco.
The Amendment revised the certification, exchange and settlement procedures under the Merger
Agreement. Under the terms of the Merger Agreement, as amended, shares of Pride common stock held
by persons who are unable or fail to timely certify that they are not U.K. residents or, if so, are
qualified investors within the meaning of Section 86(7) of the U.K. Financial Services and
Markets Act 2000 will not receive Ensco American depositary shares (Ensco ADSs) (each whole ADS
representing one Ensco Class A ordinary share) as part of the merger consideration but will instead
be converted into the right to receive for each share of Pride common stock an amount of cash equal
to the $15.60 cash component of the merger consideration plus an additional amount equal to the net
proceeds of the sale by the exchange agent, Citibank, N.A., of 0.4778 Ensco ADSs. These Pride
shares are referred to as cash-only shares. As soon as reasonably practicable after the effective
time of the merger, but in any event not later than the second business day after the merger, the
exchange agent will send to each record holder of shares of Pride common stock a letter of
transmittal, which will include the form of such certification. The exchange agent will also
arrange for a comparable certification process using the agents message system to be established
in respect of the book entry Pride shares held in the facilities of The Depository Trust Company.
To be considered timely, such certifications must be delivered to the exchange agent no later than
ten business days after the exchange agent provides notice and means after the closing date of the
merger to deliver such certifications through the facilities of the Depository Trust Company in the
case of book entry Pride shares and six months after the closing date of the merger in the case of
certificated Pride shares. With respect to book entry Pride shares, if the exchange agent receives
certifications for less than 90% of the book entry Pride shares by the end of the initial 10
business day period, Ensco will extend the certification period by up to two additional 10 business
day periods.
***
Additional Information
In connection with the proposed transaction, Ensco has filed a registration statement
including a preliminary joint proxy statement/prospectus of Ensco and Pride with the SEC. INVESTORS
AND SECURITY HOLDERS OF ENSCO AND PRIDE ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT
AND JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS TO IT) BECAUSE IT
CONTAINS IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS
ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy statement/prospectus will be sent to
security holders of Ensco and Pride seeking their approval of the proposed transaction. Investors
and security holders may obtain a free copy of the definitive joint proxy statement/prospectus
(when available) and other relevant documents filed by Ensco and Pride with the SEC from the SECs
website at www.sec.gov. Security holders and other interested parties may also obtain, without
charge, a copy of the definitive joint proxy statement/prospectus (when available) and other
relevant documents by directing a request by mail or telephone to either Investor Relations, Ensco
plc, 500 N. Akard, Suite 4300, Dallas, Texas 75201, telephone 214-397-3015, or Investor Relations,
Pride International, Inc., 5847 San Felipe, Suite 3300, Houston, Texas 77057, telephone
713-789-1400. Copies of the documents filed by Ensco with the SEC are available free of charge on
Enscos website at www.enscoplc.com under the tab Investors. Copies of the documents filed by
Pride with the SEC are
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available free of charge on Prides website at www.prideinternational.com under the tab
Investor Relations. 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.
Ensco and Pride 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
Enscos proxy statement relating to its 2010 General Meeting of Shareholders and Prides proxy
statement relating to its 2010 Annual Meeting of Stockholders, as filed with the SEC on April 5,
2010 and April 1, 2010, 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 registration statement, the definitive joint proxy
statement/prospectus (when available) and other relevant documents regarding the transaction filed
by Ensco and Pride with the SEC.
Item 9.01 | Financial Statements and Exhibits |
No. | Description | |||
2.1 | Amendment to Agreement and Plan of Merger, dated March 1, 2011, by and
among Pride, Ensco, ENSCO International Incorporated and ENSCO
Ventures LLC (incorporated by reference to Exhibit 2.2 to the
Registration Statement of Ensco plc on Form S-4 filed with the SEC on
March 3, 2011, File No. 333-172587). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PRIDE INTERNATIONAL, INC. |
||||
By: | /s/ Brady K. Long | |||
Brady K. Long | ||||
Vice President--General Counsel & Secretary |
Date: March 4, 2011
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EXHIBIT INDEX
No. | Description | |||
2.1 | Amendment to Agreement and Plan of Merger, dated March 1, 2011, by and
among Pride, Ensco, ENSCO International Incorporated and ENSCO
Ventures LLC (incorporated by reference to Exhibit 2.2 to the
Registration Statement of Ensco plc on Form S-4 filed with the SEC on
March 3, 2011, File No. 333-172587). |
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