Filed by ENSCO International Incorporated
Pursuant to Rule 425 under the Securities Act
of 1933 and deemed filed pursuant to Rule
14a-12(b) of the Securities Exchange Act of 1934
Subject Company: Chiles Offshore Inc.
Subject Company Commission File No.: 001-16005
ENSCO INTERNATIONAL AND CHILES OFFSHORE
ANNOUNCE AGREEMENT TO MERGE
Dallas, Texas, May 15, 2002....ENSCO International Incorporated (NYSE:
ESV) and Chiles Offshore Inc. (AMEX: COD) announced that they have signed a
definitive merger agreement by which ENSCO will acquire Chiles. The Boards of
both companies have approved the transaction. Under the terms of the merger
agreement, Chiles' stockholders will receive 0.6575 shares of ENSCO common
stock, plus cash of $5.25, for each share of Chiles' common stock. Total value
of the transaction is approximately $578 million based on ENSCO's closing price
as of May 14, 2002.
After giving effect to the transaction and including the Chiles' rig
currently under construction, the combined company will have a fleet of 56
offshore drilling rigs, in addition to ENSCO's fleet of 28 Gulf of Mexico
oilfield support vessels. The combined fleet will include 43 premium jackup
rigs, with 29 rigs, or two thirds of the fleet, having been built or rebuilt
since 1995.
Carl F. Thorne, ENSCO's Chairman and Chief Executive Officer, explained
the strategic reasons for the transaction. "The acquisition of Chiles will
increase ENSCO's exposure to the premium jackup market through the addition of
the newest and one of the most capable fleets in the industry. We believe that
this is a prudent way for ENSCO to grow, adding to the high-end of our jackup
fleet, without impacting industry supply, and without increasing our financial
leverage. We expect this transaction to be accretive to our shareholders from
day one, both in terms of earnings and cash flow. We anticipate that ENSCO's
long-term debt to total capitalization ratio will remain at 24% after giving
effect to the transaction.
"Chiles and ENSCO have similar operating philosophies - providing safe,
efficient, and reliable service through the medium of high-quality equipment,
and well-trained and talented personnel, factors critical to building long-term
relationships with major integrated oil companies. Chiles' management and
personnel are to be commended for building an excellent organization with a
superior safety and performance record, and we look forward to their continuing
contribution as part of ENSCO. In that regard, we are pleased that William E.
Chiles, the President and Chief Executive Officer of Chiles, has agreed to join
ENSCO as an executive officer upon completion of the merger."
Charles Fabrikant, Chiles' Chairman, commented, "This combination is an
opportunity for Chiles' shareholders to become owners of a more diverse fleet
that has the size and mass to participate in most worldwide offshore markets.
ENSCO has been dedicated to sound principles of operations, quality equipment,
and a commitment to safety, and maintaining the integrity of its balance sheet."
Mr. Fabrikant, who also serves as Chairman and Chief Executive Officer of SEACOR
SMIT Inc. (NYSE: CKH), added, "In my capacity as a representative of SEACOR,
which is Chiles' largest shareholder, I am delighted that we will become
shareholders in ENSCO."
The transaction is subject to approval by the stockholders of Chiles,
expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act and customary closing conditions.
It is anticipated that the transaction will close within 90 to 120 days.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES FOR
SALE OR AN OFFER OR AN INVITATION TO PURCHASE ANY SECURITIES. INVESTORS SHOULD
CAREFULLY REVIEW ENSCO INTERNATIONAL INCORPORATED'S REGISTRATION STATEMENT AND
PROSPECTUS AND THE RELATED CHILES OFFSHORE INC. PROXY STATEMENT WITH RESPECT TO
THE PROPOSED TRANSACTION WHEN THEY ARE FILED WITH THE SEC BEFORE MAKING ANY
DECISION CONCERNING THE PROPOSED OFFER. THESE DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION. ONCE FILED, INVESTORS WILL BE ABLE TO OBTAIN THESE DOCUMENTS AND
OTHER RELEVANT DOCUMENTS FOR FREE AT THE SEC'S WEB SITE WWW.SEC.GOV, AND AT
ENSCO INTERNATIONAL INCORPORATED'S WEB SITE, WWW.ENSCOUS.COM OR CHILES OFFSHORE
INC.'S WEB SITE, WWW.CHILESOFFSHORE.COM. INVESTORS SHOULD READ THE PROXY
STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE
TRANSACTION.
PARTICIPANTS IN SOLICITATION
CHILES OFFSHORE INC. AND ITS RESPECTIVE DIRECTORS AND EXECUTIVE
OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM
CHILES OFFSHORE INC.'S SHAREHOLDERS IN CONNECTION WITH THE PROPOSED MERGER.
INFORMATION CONCERNING CHILES OFFSHORE INC.'S PARTICIPANTS IN THE SOLICITATION
IS SET FORTH IN CHILES OFFSHORE INC.'S FORM 10-K FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON MARCH 29, 2002.
Statements contained in this press release that state the companies' or
their managements' intentions, hopes, beliefs, expectations, anticipations,
projections, or predictions of the future are forward-looking statements. Such
forward-looking statements include references to the anticipated transaction
closing and related financial impact, including long-term debt to total
capitalization ratio. It is important to note that the actual results could
differ materially from those projected in such forward-looking statements. The
factors that could cause actual results to differ materially from those in the
forward-looking statements include the following: (i) the results of the vote of
Chiles' stockholders on the proposed merger transaction; (ii) the results of the
review of the proposed merger transaction by antitrust regulatory authorities,
(iii) industry conditions and competition, (iv) cyclical nature of the industry,
(v) worldwide expenditures for oil and gas drilling, (vi) operational risks and
insurance, (vii) risks associated with operating in foreign jurisdictions,
(viii) the impact of current and future laws and government regulation, as well
as repeal or modification of same, affecting the mergers and acquisitions, oil
and gas
industry and the Company's operations in particular, (ix) changes in the
dates the rigs being constructed or undergoing enhancement or repair will enter
service (including changes resulting from an unanticipated increase in the scope
of work), (x) renegotiation, nullification, or breach of contracts with
customers or other parties, and (xi) the risks described from time to time in
the companies SEC filings. Copies of such filings may be obtained by contacting
the companies or the SEC.
The companies disclaim any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statements to reflect any change in
the companies expectations or any change in events, conditions or circumstances
on which any such statements are based.
ENSCO, headquartered in Dallas, Texas, provides contract drilling and
marine transportation services to the international petroleum industry. Chiles,
based in Houston, Texas, owns and operates a fleet of four ultra-premium jackup
rigs with one additional ultra-premium jackup rig under construction that is
expected to be delivered by the end of the third quarter of 2002.
ENSCO Contact: Richard LeBlanc
214-922-1550
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ENSCO will conduct a conference call at 4:00 p.m. Central Time on
Wednesday, May 15, 2002, to discuss the proposed transaction. Interested parties
may listen to the call by dialing 952-556-2802. It is recommended that
participants call five to ten minutes before the scheduled start time. The call
will also be broadcast live over the Internet at www.enscous.com.
A replay of the conference call will be available on ENSCO's web site
www.enscous.com, or by phone for 24 hours after the call by dialing 703-326-3020
(access number 5998768).
NEWS RELEASE
ENSCO INTERNATIONAL INCORPORATED
[ENSCO LOGO]
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2700 FOUNTAIN PLACE o 1445 ROSS AVENUE o DALLAS, TEXAS 75202-2792
TEL: (214) 922-1500 o FAX: (214) 855-0080 o WEB SITE: WWW.ENSCOUS.COM
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ENSCO TO CONDUCT CONFERENCE CALL TO DISCUSS PREVIOUSLY
ANNOUNCED PROPOSED MERGER WITH CHILES OFFSHORE
Dallas, Texas, May 15, 2002....ENSCO International Incorporated (NYSE:
ESV) will conduct a conference call to discuss the previously announced proposed
merger with Chiles Offshore Inc. (AMEX: COD). The conference call will be at
4:00 p.m. Central Time on Wednesday, May 15, 2002. Interested parties may listen
to the call by dialing 952-556-2802. It is recommended that participants call
five to ten minutes before the scheduled start time. The call will also be
broadcast live over the Internet at www.enscous.com. Please note that the
conference call will not be replayed as previously reported.
ENSCO, headquartered in Dallas, Texas, provides contract drilling and
marine transportation services to the international petroleum industry. Chiles,
based in Houston, Texas, owns and operates a fleet of four ultra-premium jackup
rigs with one additional ultra-premium jackup rig under construction that is
expected to be delivered by the end of the third quarter of 2002.
ENSCO Contact: Richard LeBlanc
214-922-1550
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THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES FOR
SALE OR AN OFFER OR AN INVITATION TO PURCHASE ANY SECURITIES. INVESTORS SHOULD
CAREFULLY REVIEW ENSCO INTERNATIONAL INCORPORATED'S REGISTRATION STATEMENT AND
PROSPECTUS AND THE RELATED CHILES OFFSHORE INC. PROXY STATEMENT WITH RESPECT TO
THE PROPOSED TRANSACTION WHEN THEY ARE FILED WITH THE SEC BEFORE MAKING ANY
DECISION CONCERNING THE PROPOSED OFFER. THESE DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION. ONCE FILED, INVESTORS WILL BE ABLE TO OBTAIN THESE DOCUMENTS AND
OTHER RELEVANT DOCUMENTS FOR FREE AT THE SEC'S WEB SITE WWW.SEC.GOV, AND AT
ENSCO INTERNATIONAL INCORPORATED'S WEB SITE, WWW.ENSCOUS.COM OR CHILES OFFSHORE
INC.'S WEB SITE, WWW.CHILESOFFSHORE.COM. INVESTORS SHOULD READ THE PROXY
STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE
TRANSACTION.