According to the complaint, Plaintiff brings this shareholder class action both for itself and on behalf of all similarly situated holders of common stock of Pride International, Inc. ("Pride" or the "Company") against Pride, certain of its officers and directors, Ensco plc ("Ensco"), ENSCO Ventures LLC ("ENSCO Ventures"), and ENSCO International Incorporated ("ENSCO International"). This action arises out of defendants' violations of state law and §14(a) and §20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and U.S. Securities and Exchange Commission ("SEC") Rule 14a-9 promulgated thereunder in connection with their attempts to sell Pride via an unfair process to Ensco for $41.60 per share (the "Proposed Acquisition"). Under the terms of the Proposed Acquisition, Pride stockholders will receive 0.4778 newly-issued shares of Ensco plus $15.60 in cash for each share of Pride common stock. Further, as part of their efforts to seek shareholder approval of the Proposed Acquisition, the defendants have filed with the SEC a false and materially misleading Form S-4 Registration Statement (the "S-4").
In pursuing the unlawful plan to sell the Company via an unfair process and at an unfair price, each of the defendants violated applicable law by directly breaching and/or aiding the other defendants' breaches of their fiduciary duties of loyalty, due care, good faith, and fair dealing. This action seeks to enjoin the Individual Defendants, as defined herein, from further breaching their fiduciary duties in their pursuit of a sale of the Company and from seeking shareholder approval of the Proposed Acquisition without disclosing all material information to Pride shareholders in violation of §14(a) and §20(a) of the Exchange Act.
Pride is one of the world's largest offshore drilling contractors. The Company's customers include major integrated oil and natural gas companies, state-owned national oil companies, and independent oil and natural gas companies. Pride provides these contract drilling services through the use of mobile offshore drilling rigs in the U.S. and international waters.
On April 21, 2011, the defendants filed several motions to dismiss the complaint.