LONDON & OSLO, May 27, 2010 (BUSINESS WIRE) --Ensco plc (NYSE: ESV) today announced that its wholly-owned subsidiary, Ensco (Bermuda) Limited, is making a partial tender offer to purchase in the market 19% of the outstanding shares in Scorpion Offshore Ltd. (OSE: SCORE) at a price in cash of NOK 39.50 per share.
The partial tender offer commences immediately and will expire on 28 May 2010 at 6:30 p.m. Oslo time. The shareholders first tendering their shares will have priority with respect to allocation of sales (first come-first served).
Following the successful closing of the partial tender offer, Ensco or one of its subsidiaries will take such additional steps permitted or required by law to acquire the remaining shares of Scorpion Offshore at the same cash price, subject to customary conditions. If the partial tender offer is not successful, Ensco does not intend to take further steps to acquire Scorpion Offshore under the proposal. Ensco (Bermuda) Limited is not obligated to purchase in the partial tender offer less than the number of shares that, when aggregated with shares subject to certain irrevocable preacceptances and conditional sales agreements, would equal more than 50% of the outstanding shares.
The Scorpion Offshore Board of Directors has decided to recommend Ensco's proposal including the partial tender offer. Shareholders, including members of Scorpion Offshore's senior management and the Board of Directors and their affiliates (including Kistefos and Polgas), representing in the aggregate 31.2% of the outstanding shares have undertaken to accept any subsequent voluntary or mandatory offer, if made by Ensco, and have granted Ensco an option to purchase their shares at the same cash price of NOK 39.50 per share.
If the partial tender offer is successful and Ensco chooses to exercise the options granted by members of Scorpion Offshore's senior management and Board of Directors and their affiliates, then it will proceed to take such additional steps permitted or required by law to acquire the remaining shares of Scorpion Offshore at the same price per share of NOK 39.50.
Didn't really see this one coming, although ESV management did mention in the Q1-CC that they were interested in buying ultra premium jackups.
So what's going to happen next? A new offer from SDRL? SDRL will tender its shares to Ensco? Or a trench war? Since ESV's offer is less than 10% above SDRL's it's very unlikely that Seadrill would give up fight. Most likely SDRL will improve its offer. Another possibility is that Seadrill and Ensco will divide Scorpion's rigs amongst each other, 4 for ESV and 3 SDRL, after all it is the rigs that they are after.
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