Pride, Ensco Enter MOU in Merger Lawsuit
Pride announced it and the other named defendants in the previously disclosed stockholder class action lawsuits filed in the Delaware Court of Chancery related to the proposed merger with Ensco entered into a memorandum of understanding with the plaintiffs to settle the litigation. As part of the memorandum of understanding and subject to the approval of the Ensco board of directors, Pride and Ensco agreed to, among other things, enter into an amendment to the merger agreement.
The amendment would reduce the fee payable by Pride in connection with certain terminations of the merger agreement to $195 million from $260 million. The amendment also would shorten the "tail period" for certain transactions that could trigger a termination fee from 12 months to nine months after termination. Under the amendment, the $195 million fee would be payable by Pride if the agreement is terminated under specified circumstances, including (1) the decision by the Pride board of directors to accept a superior proposal, (2) an adverse change in the recommendation of the Pride board of directors or (3) a failure to obtain approval by Pride stockholders after public disclosure of an alternative business combination proposal before the stockholder meeting and either the Pride board of directors determines such proposal to be a superior proposal or, within nine months after termination of the merger agreement, Pride enters into a definitive agreement or consummates an alternative business combination proposal.
The amendment also would eliminate the "force the vote" provision applicable to Pride such that Pride would not be required to submit the adoption of the merger agreement to its stockholders if the Pride board of directors made an adverse recommendation change.
Pursuant to the memorandum of understanding, Pride has also agreed to make certain additional disclosures related to the proposed merger in an SEC filing.
The memorandum of understanding also provides, among other things, that the parties will seek to enter into a stipulation of settlement which provides for the release of certain claims held by such class. The stipulation of the settlement will be subject to customary conditions, including court approval. There can be no assurance that the parties will ultimately enter into a stipulation of settlement that receives court approval. The memorandum of understanding is also subject to the approval of the Ensco board of directors.