Rowan Companies and Ensco PLC shareholders approve pending merger

Source: press release, 21 February 2019

The ‘Ensco DS 9’ drillship (photo: Ensco plc)
The ‘Ensco DS 9’ drillship (photo: Ensco plc)

Rowan Companies plc and Ensco plc have jointly announced that both companies’ shareholders voted to approve the pending all-stock transaction under which Rowan shareholders will receive 2.750 Ensco shares for each Rowan share they own.

The final results of the Rowan Court and General Meetings reflect that approximately 91.5% of the shares voted at the meetings were voted in favour of the pending transaction. At the Ensco General Meeting, approximately 99.3% of the shares voted at the meeting were voted in favour of the pending combination.

Tom Burke, Rowan’s President and Chief Executive Officer, says, “We are pleased that Rowan shareholders overwhelmingly support the pending combination with Ensco and have voted to approve the transaction. Combining our organisations will enable Rowan and Ensco shareholders to participate in the substantial value creation opportunities of a larger, more technologically-advanced and diverse offshore drilling company. We wish to thank Rowan shareholders for their continued support and look forward to completing the transaction with Ensco.”

Carl Trowell, Ensco’s President and Chief Executive Officer, states, “We are gratified that Ensco shareholders recognise the strategic and financial merits of our pending combination with Rowan. The combined company will be an industry leader in offshore drilling across all water depths that is well positioned to better serve our customers. We are eager to close the transaction and begin delivering on the significant opportunities of the combined company.”

Completion of the transaction, which is expected to occur in the first half of 2019, remains subject to satisfaction or waiver of certain other conditions.

Goldman Sachs & Co. LLC is serving as financial advisor to Rowan, and Kirkland & Ellis LLP is serving as legal advisor. Morgan Stanley & Co. LLC is lead financial advisor to Ensco. HSBC Securities (USA) Inc. and Citigroup Global Markets Inc. also provided financial advice to Ensco. Ensco’s legal advisors are Gibson, Dunn & Crutcher LLP and Slaughter and May.