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May 24, 2001
Another drilling merger
Pride International, Inc. and Marine Drilling Companies, Inc.have entered into a definitive agreement to merge in a tax-free, stock-for-stock transaction that will produce the industry's third largest offshore drilling contractor, based on enterprise value.
Based upon the closing stock prices on Wednesday, May 23, 2001, of $32.65 for Pride International and $27.72 for Marine Drilling, the total enterprise value of the combined company would be approximately $6.2 billion, consisting of $4.5 billion equity and $1.7 billion net debt.
Common stockholders of each company will receive one share in a newly formed Delaware company for each share of either Pride International or Marine Drilling that they currently own. Based on the number of common shares currently outstanding, Pride International stockholders would own approximately 56 percent of the common equity of the combined company, and Marine Drilling stockholders would own approximately 44 percent. The transaction is expected to be accounted for using the pooling-of-interests method and to be accretive to earnings per share in the first year after closing.
The combined company will retain the Pride International, Inc. name and will trade on the New York Stock Exchange under the symbol "PDE."
Robert L. Barbanell, currently chairman of Marine Drilling, will serve as chairman of the combined company; Paul A. Bragg, currently president and CEO of Pride International, will be president and CEO of the new company.
James W. Allen, currently COO of Pride International, will serve as COO, and Earl W. McNiel, currently Pride's CFO, will serve as CFO of the combined company. T. Scott O'Keefe, currently CFO of Marine Drilling, will serve as VP of Strategic Planning. The combined company will have an eight-member board comprised of four current members from the Pride International board and four current members from the Marine Drilling board.
The combined company will be one of the largest offshore drilling contractors in the world with an offshore fleet of 77 rigs, including 2 drillships, 11 semisubmersible rigs, 35 jackup rigs, and 29 tender-assist, barge and platform rigs.
Six of these rigs are newly constructed and capable of operating in water depths of 5,000 feet or more. The combined company will also operate a fleet of 246 land rigs in the international markets. The combined company will have its principal offices in Houston, Texas and employ more than 10,000 people worldwide.
Northrop Grumman gives NNS shareholders all-cash option Northrop Grumman Corporation has commenced its exchange offer for all the outstanding shares of common stock, including associated rights, of Newport News Shipbuilding Inc..
Initially, Northrop Grumman said it would match General Dynamics' offer of $67.50 per share for all the outstanding shares of common stock of Newport News, payable 75 percent in Northrop Grumman stock, the remainder in cash.
Now, though, the offer states that Newport News shareholders will be provided the option to receive for their shares $67.50 per share in cash or shares of Northrop Grumman common stock designed to provide a value of $67.50 per share.
Northrop Grumman also indicated in its offer that if it is provided the opportunity to conduct a due diligence review of Newport News, Northrop Grumman would be prepared to enter into negotiations immediately with respect to all aspects of its offer.
The exchange offer is scheduled to expire at midnight E.D.T. on Wednesday, June 20, 2001, unless the offer is extended. Northrop Grumman announced on May 9, 2001, that it had sent a letter to Newport News offering to acquire Newport News. On May 18, 2001, Northrop Grumman filed a premerger notification under the Hart-Scott-Rodino Antitrust Improvements Act with the appropriate governmental agencies.
The consummation of the offer is subject to receipt of a majority of Newport News shares on a fully diluted basis, termination of the existing Newport News/General Dynamics merger agreement, the expiration or termination of waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act and other conditions specified in the offer documents. Salomon Smith Barney is acting as dealer manager for the exchange offer, and Mellon Investor Services LLC is acting as the exchange agent. Requests for assistance or for copies of the offer materials should be directed to the information agent for the offer, D.F. King & Co. Inc., at 800-758-5378.
In the filing, Northrop Grumman said it expects to fund the cash portion of its offer from working capital and currently available lines of credit.
Ship managers to merge
John Denholm, chairman of the J&J Denholm Group of companies and Peter Cremers,chairman of the Anglo-Eastern Group,earleir this week agreed to merge both groups' ship management and crewing operations.
The agreement they signed calls for the Denholm Group to take a shareholding in the holding company controlling the Anglo-Eastern Group, with John Denholm being appointed as non-executive chairman.
Peter Cremers will be chairman of the individual operating companies and CEO of the group. Marcel Liedts, currently managing director of Anglo-Eastern will become group managing director and Richard Wong, currently Finance Director for Anglo-Eastern will become group finance director.
Bob Speedie, currently chief executive of Denholm Ship Management (Holdings) Ltd will assist in the integration of the two groups and, as planned, will retire later in the year. Mike Pride, managing director of Denholm Ship Management and Douglas Lang, managing director of Denholm Crew Management, will retain their respective positions.
The merger will see the group with its head office in Hong Kong and full ship management offices in Montreal, Glasgow, Singapore, La Spezia and Jakarta; crew management offices in Mumbai (Bombay), Manila, Guangzhou and the Isle of Man; and liaison/marketing offices in Auckland, Antwerp, Copenhagen, Connecticut, Oslo and Tokyo.
It is anticipated that full integration of both groups will take up to nine months and while eventually there will only be one office for the group, per city, no large scale rationalization of personnel is expected and Denholm clients will continue to be serviced by Denholm staff.
The merged operation will have 130 ships under full technical management; an additional 30 under a joint venture for full technical management; some 63 under full crew management and some 5,000 plus crews under contract.