The complaint alleges that on February 7, 2011, defendants announced that they had entered into a definitive merger agreement with Ensco, pursuant to which Pride shareholders will receive the inadequate price of $15.60 in cash and 0.4778 newly-issued shares of Ensco, for a total value of $41.60 for each share of Pride common stock (the "Proposed Acquisition").
The complaint alleges that the Proposed Acquisition is the product of a fundamentally flawed process, undertaken in breach of the board's fiduciary duties, and designed to sell Pride to Ensco on terms preferential to Ensco, and provide material benefits to the Company's insiders.
The complaint further alleges that in an attempt to secure shareholder support for the Proposed Acquisition, on March 3, 2011, defendants issued a materially false and misleading S-4 Registration Statement (the "S-4"). The S-4, which recommends that Pride shareholders vote in favor of the Proposed Acquisition, omits and/or misrepresents material information about the unfair sales process, the unfair consideration, and the true intrinsic value of the Company. This information is material in assisting Pride shareholders in making an informed decision whether or not to vote in favor of the Proposed Acquisition.
Plaintiff seeks injunctive relief on behalf of all holders of Pride common stock as of February 7, 2011 (the "Class").
