Ensco Rowan Merger Agreement

The merger is expected to result in annual savings of $150 million through synergies resulting primarily from overlaps between companies and regions, supply chain efficiency, and standardization of systems, guidelines and procedures across the combined organization. The completion of the merger follows compliance with the closing conditions of the transaction, including the approval by the shareholders of each company and the sanction of the UK court for the arrangement regime that implements the transaction. Ensco Rowan plc (NYSE: ESV) was created by the combination of two leading offshore drillers, with decades of experience and knowledge, to create the world`s most efficient, efficient and powerful offshore drilling provider. Our extensive fleet of ultra-deep drilling platforms, versatile semi-submarines and modern shallow water jackets allows us to offer drilling services on all depths of the water, with unparalleled size, geographic presence and customer relationships. Ensco Rowan plc is an English limited company (England No. 7023598) with its registered office at 6 Chesterfield Gardens, London W1J 5BQ. To learn more, visit our website at www.enscorowan.com. HOUSTON, Jan. 29, 2019 /PRNewswire/ — Rowan Companies plc (« Rowan » or « the Company ») (NYSE: RDC) announced today that it has entered into an amendment to the transaction agreement with Ensco plc (NYSE: ESV) (« Ensco »), which provides for the merger of the two companies in an all-stick transaction. Under the amended agreement, Rowan shareholders will receive 2,750 Ensco shares for each Rowan share they hold. All other conditions set on 7 The agreement concluded on 1 October 2018 remains the same. As part of the proposed transaction, Ensco and Rowan filed a joint proxy statement with the SEC regarding Schedule 14A.

Ensco and Rowan intend to proceed with the proposed transaction under a legal arrangement regime between Rowan and Rowan`s shareholders, as amended by the UK Companies Act 2006, in which case the issuance of Ensco`s common shares in the proposed transaction requires registration under the Securities Act. pursuant to a waiver under Section 3(a)(10) of the Securities Act. In the event that Ensco decides, with Rowan`s agreement, to structure the transaction as an offer or otherwise in a manner that is not excluded from the registration requirements of the Securities Act, Ensco will file with the SEC a registration statement containing a prospectus regarding the common shares of Ensco that would be issued in the proposed transaction. INVESTORS AND SECURITIES HOLDERS OF ENSCO AND ROWAN ARE ADVISED TO CAREFULLY READ THE MEMORANDUM OF AUTHORITY (WHICH CONTAINS A JUSTIFICATION FOR A POSSIBLE ARRANGEMENT BY ROWAN IN ACCORDANCE WITH THE REQUIREMENTS OF THE UK COMPANIES ACT 2006) AND ALL REGISTRATION STATEMENTS (INCLUDING ALL AMENDMENTS AND ADDITIONS) AS THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A final declaration of joint authority has been made and each registration declaration/prospectus is sent to the holders of Ensco and Rowan shares in connection with the ensco and Rowan shareholder meetings. Investors and security holders may obtain a free copy of the joint proxy statement (if any), any registration statement/prospectus and other relevant documents filed by Ensco and Rowan with the SEC, from the SEC`s website under www.sec.gov. Security holders and other interested parties may also receive a copy of the joint proxy statement, a registration statement/prospectus and other relevant documents (if any) free of charge by sending a request by mail or telephone to Investor Relations, Ensco plc, 5847 San Felipe, Suite 3300, Houston, Texas 77057, telephone 713-789-1400 or Inve Relations. Rowan Companies plc, 2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056, Telefon 713-621-7800. .

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