ENSCO and Chiles Offshore Announce Agreement to Merge

Wednesday, May 15, 2002
ENSCO International Incorporated and Chiles Offshore Inc. 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 CEO, 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 percent 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." Fabrikant, who also serves as Chairman and Chief Executive Officer of SEACOR SMIT Inc., 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.
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