Rowan Companies Amends Transaction Agreement With Ensco - Quick Facts

(RTTNews) - Rowan Companies plc (RDC), a provider of contract drilling services, said Tuesday that it has entered into an amendment to the Transaction Agreement with peer Ensco plc (ESV) providing for the combination of the two companies in an all-stock transaction.

Under the amended agreement, Rowan shareholders will receive 2.750 shares of Ensco for each share of Rowan they own. All other terms and conditions of the agreement entered into on October 7, 2018, remain the same.

Rowan noted that several of its shareholders have indicated their support for the transaction and the value creation opportunity that the pending combination presents to the company's shareholders.

In concert with the amended transaction agreement, Odey Asset Management LLP, one of Rowan's largest shareholders as of the most recent regulatory filings, has pledged its support to Ensco by entering into an irrevocable voting agreement for the firm's holdings of about 11.4 million Rowan shares, or about 9 percent of Rowan's shares outstanding.

Rowan's Board of Directors and management team strongly recommend that all Rowan shareholders vote "for" the all-stock transaction with Ensco at the company's Court and General Meetings.

Rowan said it expects the reconvened Court and General Meetings to occur during the week of February 18, 2019. The company will announce the place, date and time of the meetings to approve resolutions relating to the transaction with Ensco in its proxy supplement to be issued promptly.

In a separate statement, Ensco said that following months of integration planning, the company and Rowan now expect to realize annual pre-tax expense synergies of approximately $165 million, which represents a 10 percent increase from the annual pre-tax expense synergies contemplated at the time of announcement of the transaction in October 2018.

Further, more than 75 percent of targeted synergies are expected to be realized within one year of closing.

Ensco anticipates that the transaction will close during the first half of 2019.