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Rowan Companies Cleared by Saudi Arabia for Pending Combination with Ensco
Thursday 28 March 2019

28 March 2019 - Texas, US-based contract drilling services provider Rowan Companies plc (NYSE: RDC) has received clearance from the General Authority for Competition in the Kingdom of Saudi Arabiafor its pending combination with UK-based offshore drilling contractor Ensco plc (NYSE: ESV), the company said.

As disclosed on February 21, 2019, shareholders of both Ensco and Rowan voted to approve the pending all-stock transaction under which Rowan shareholders will receive 2.750 Ensco shares for each Rowan share they own.

Completion of the transaction, which is expected to occur in April, remains subject to court approval pursuant to a UK court-sanctioned scheme of arrangement and other customary closing conditions.

Upon closing, Ensco and Rowan shareholders will own approximately 60.5% and 39.5%, respectively, of the outstanding shares of the combined entity. There are no financing conditions for this transaction.

Based on the closing price of each company's shares on 5 October 2018, the estimated enterprise value of the combined company is USD 12bn.

The combined company will be domiciled in the United Kingdom, where both Ensco and Rowan are currently domiciled, and senior executive officers will be located in London and Houston.

Ensco plc (NYSE: ESV) brings energy to the world as a global provider of offshore drilling services to the petroleum industry. For more than 30 years, the company has focussed on operating safely and going beyond customer expectations.

Rowan has a current fleet of 27 mobile offshore drilling units, composed of 23 self-elevating jack-up rigs and four ultra-deepwater drillships.

The company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, and Trinidad.

Additionally, the company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling that owns a fleet of five self-elevating jack-up rigs that operate in the Arabian Gulf.

Morgan Stanley and Co. LLC is lead financial advisor to Ensco. HSBC Securities Inc. and Citigroup Global Markets Inc. also provided financial advice to Ensco. Ensco's legal advisors are Gibson, Dunn and Crutcher LLP and Slaughter and May.

The financial advisor for Rowan is Goldman Sachs and Co. LLC and its legal advisors are Kirkland and Ellis LLP and Latham and Watkins LLP.
Date Published: 28/03/2019
Target: Rowan Companies
Country: USA
Deal Size: 12bn (USD)
Sector: Petroleum/Natural Gas/Coal
Type: Merger
Financing: Stock
Status: Agreed
Buyer: Ensco
Buyer Advisor: Morgan Stanley and Co. , HSBC Securities , Citigroup Global Markets , Gibson, Dunn and Crutcher , Slaughter and May