Wednesday 30 January 2019

Rowan Companies plc announced that it has entered into an amendment to the Transaction Agreement with Ensco plc 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.

Several Rowan 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 approximately 11.4 million Rowan shares, or approximately 9% of Rowan's shares outstanding.

The Company issued the following statement:

Rowan's Board of Directors and management team have a long track record of engaging with shareholders to understand their perspectives and advance their best interests. Since Rowan announced an agreement to combine with Ensco on October 7, 2018, Rowan have had extensive dialogue with shareholders, and we continue to receive significant positive feedback regarding the industrial logic and value creation opportunity of the pending combination from many of Rowan's shareholders.

Rowan have reached an amended agreement with Ensco at an exchange ratio of 2.750, which represents a 24.2% increase compared to the 2.215 exchange rate in the previously announced agreement between the companies. The Rowan Board and management team actively negotiated with Ensco to receive the significantly improved exchange ratio and, after careful review and consideration, the Board determined that the transaction continues to maximize value for all Rowan shareholders and represents the best path forward for the Company.

The Rowan Board and management team have acted decisively to position our company for long-term growth and success. As part of these efforts, Rowan's Board has undertaken a multi-year review, in consultation with its outside financial and legal advisors, of strategic alternatives including asset sales, internal restructurings, joint ventures and other business combinations. During this extensive review process, the Rowan Board evaluated a combination with Ensco and determined that no other alternatives were sufficiently compelling for Rowan shareholders, and unanimously approved a definitive transaction agreement to combine with Ensco in October 2018. As the Rowan team has worked with the Ensco team over the last several months to begin planning for the integration and realization of synergy opportunities, our conviction regarding the value creation opportunity has only grown stronger.

Shareholders of the pro forma entity will benefit from efficiencies including an expected $165 million of annual run-rate expense synergies1 that will drive $1.1 billion of capitalized value creation, providing even greater upside as the industry recovery gains momentum. Should challenging market conditions persist, or even worsen, the enhanced scale, resiliency and efficiency of the combined company will be all that much more important and beneficial for shareholders. Moreover, the combination provides Rowan with enhanced protection in more challenging market conditions as it dramatically increases Rowan's contracted revenue backlog from approximately $500 million to more than $2.6 billion. The combined company will also have $3.7 billion of total liquidity, including $1.7 billion of cash and short-term investments, and a flexible capital structure with no secured debt that enhances our ability to navigate through industry cycles and generate greater shareholder value than Rowan could alone.

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