Ensco Rowan Merger Agreement

We are pleased to have reached an amended agreement with Ensco with a foreign exchange ratio of 2,750, an increase of 24.2% over the exchange rate of 2,215 in the previously announced agreement between the companies. The Rowan Board and the management team actively negotiated with Ensco for a significantly improved foreign exchange report and, after careful consideration and review, the Commission found that the transaction continued to maximize value for all Rowan shareholders and was the best course of action for the company. The companies had approved the merger in October 2018. The all-stock transaction was valued at approximately $2.4 billion. The Rowan Board and the management team have firmly positioned our company for long-term growth and success. As part of these efforts, Rowan`s Board of Directors, in consultation with its external financial and legal advisors, conducted a multi-year review of strategic alternatives such as asset sales, internal restructurings, joint ventures and other business combinations. During this extensive review process, the Rowan Board evaluated a combination with Ensco and found that no other solution was sufficiently convincing to Rowan shareholders and unanimously approved a final transaction agreement to be combined with Ensco in October 2018. As the Rowan team has been working with the Ensco team over the past few months to begin planning for integration and synergies, our belief in the potential for value creation has only grown. Under the amended terms, Rowan shareholders will receive 2.75 Ensco shares instead of the original 2,215 for each Rowan share.

As a result, Rowan`s shareholders reached 45% of the combined company, instead of the 39.5% expected from the initial merger agreement. Ensco shareholders now hold a 55% stake instead of the 60.5% originally planned. Tom Burke, President and CEO of Rowan, who will be President and CEO of the combined company, said, „We are pleased to reach an agreement to unite our prestigious organizations that will enable both Rowan and Ensco shareholders to participate in the key value creation opportunities of a larger technologically advanced and more diversified offshore drilling company.“ Trowell commented on the merger, saying that the combination of Ensco and rowan would create a leader in the offshore drilling industry through the depths of the water, „with considerable benefits to seize future opportunities and better serve our customers.“ The British oil and gas group Premier Oil has obtained the support of creditors for the proposed merger with Chrysa…