To: Archie Meeties who wrote (91135 ) 5/24/2001 8:50:17 AM From: Glenn Petersen Respond to of 95453 Pride (PDE) to merger with Marine Drilling:dailynews.yahoo.com Thursday May 24 7:58 AM ET Pride to Merge with Marine Drilling NEW YORK (Reuters) - Drilling contractor Pride International Inc. (NYSE:PDE - news) said Thursday it agreed to merge with Marine Drilling Cos. (NYSE:MRL - news) in a stock deal, valued at nearly $2 billion, creating the industry's third-largest offshore drilling contractor. As a result of the merger, which was approved by both companies' boards, stockholders of each company will receive one share in a newly formed company for each share of either Pride International or Marine Drilling that they currently own. The combined company will be one of the world's leading offshore drilling contractors, fielding an offshore fleet of 77 rigs, including 2 drillships, 11 semisubmersible rigs, 35 jackup rigs, as well as barge and platform rigs, according to the statement from the companies announcing the deal. The combined company will keep the Pride International name and will continue to trade on the New York Stock Exchange (news - web sites) under the symbol ``PDE.'' Pride will be based in Houston and employ more than 10,000 people worldwide. Based on the number of shares outstanding, Pride stockholders would own about 56 percent of the common equity of the combined company, and Marine Drilling stockholders would own about 44 percent. The transaction is expected to be accounted for using the pooling-of-interests method and to add to earnings per share in the first year after the deal is finalized. Shareholders of each company will receive one share in the newly formed company for each share they hold, meaning the deal values Marine's stock at $32.65 a share, which was Pride's closing stock price on Wednesday. That is just under an 18 percent premium to Marine's closing price of $27.72. Robert Barbanell, currently chairman of Marine Drilling, will serve as chairman of the combined company, and Paul Bragg, currently president and chief executive of Pride, will be president and CEO. James Allen, now the chief operating officer of Pride, will serve as chief operating officer, and Earl McNiel, currently chief financial officer of Pride, will serve as CFO of the combined company. Pride will have an eight-member board comprised of four current members from the Pride International board and four current members from the Marine Drilling board.