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Rowan Updates Timing Of Change In Corporate Structure

Stocks in this article: RDC

HOUSTON, April 12, 2012 /PRNewswire/ -- Rowan Companies, Inc. (NYSE: RDC) reminds its stockholders that the special meeting to approve the previously announced plan to change Rowan's corporate structure will be held on April 16, 2012.  The change in corporate structure would result in the Company becoming a wholly owned subsidiary of a new U.K. parent holding company to be named "Rowan Companies plc" ("Rowan UK").   


The Board of Directors has previously unanimously approved the change as it believes the move will enhance stockholder value by improving Rowan's long-term competitive position as a global contract driller. Under the proposed plan, which must be approved by our stockholders at the April 16 meeting, Rowan's legal domicile would effectively change from Delaware to the United Kingdom, where it already has substantial and growing operations.

The Company previously disclosed in its proxy statement that it might pursue a Class A Share structure instead of an American depositary share ("ADS") structure, and confirms today that it is actively pursuing such a Class A Share structure. If successful in these efforts, Class A Shares of Rowan UK would ultimately be delivered to holders of our common stock in conjunction with the closing of the transaction.

In pursuing the Class A Share structure, the Company is currently considering ways of making the Class A Shares eligible for the depository and book-entry transfer services of The Depository Trust Company, thereby making such shares eligible for delivery to our stockholders and listing on the NYSE in lieu of ADS following closing of the underlying merger transaction. The Company would amend its listing application with the NYSE in order to list the Class A Shares. If the Class A Share structure is implemented, Rowan UK shareholders would be able to readily hold and trade Class A Shares instead of ADS and, as a result, the Company would expect to maintain its participation in the S&P 500 Index. Should the Company's stockholders approve the merger on April 16, we expect the merger would not take place until May in order to allow us to finalize the Class A Share structure, obtain the necessary approvals and accommodate the listing on the NYSE. 

Although the Company is pursuing a Class A Share structure, there can be no assurance that the Company will be successful in such efforts and may ultimately close under an ADS structure.  In such an event, the Company may still convert to a Class A Share structure at some point after the closing.

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