M&A - SAIPEM SPA

Form Type: 425

Filing Date: 2025-03-03

Corporate Action: Merger

Type: New

Accession Number: 000114036125006700

Filing Summary: Saipem S.p.A. and Subsea7 announced a proposed merger to create a leading entity in energy services named Saipem7, supported by both companies' Boards as well as their major shareholders, ENI and CDP Equity. The merger aims to enhance operational efficiency and provide improved customer solutions by combining each firm's complementary capabilities in offshore engineering and construction. The structure of the merger includes Subsea7 shareholders receiving 6.688 shares of Saipem for each of their shares, providing a 50-50 ownership in the new entity. An extraordinary dividend of €450 million will be distributed to Subsea7 shareholders before the merger's completion. The merger is anticipated to unlock €300 million in annual synergies, primarily from fleet optimization and improved procurement practices. The completion of the merger is expected in the second half of 2026, contingent on obtaining necessary approvals from shareholders and regulatory bodies.

Form Type: 425

Filing Date: 2025-02-26

Corporate Action: Merger

Type: New

Accession Number: 000110465925017370

Filing Summary: Saipem and Subsea7 announced an agreement in principle on February 23, 2025, regarding a proposed merger, referred to as the 'Proposed Combination.' This merger aims to create a global leader in energy services under the new name 'Saipem7.' The combined entity will have a backlog of €43 billion, projected revenue of approximately €20 billion, and EBITDA exceeding €2 billion, with a workforce of over 45,000 including more than 9,000 engineers and project managers. Shareholders of both companies will own 50% of the new company's share capital, with Subsea7 shareholders receiving 6.688 Saipem shares for each Subsea7 share held, along with a €450 million extraordinary cash dividend prior to completion. The transaction is projected to create annual synergies of around €300 million by the third year and is expected to be complete in the second half of 2026. The merger is conditioned on successful due diligence, approvals by boards of directors, necessary regulatory clearances, and shareholder approvals. Additionally, the governance structure of the new company will involve designations by Siem Industries, Eni, and CDP Equity for key executive positions. Financial advisors for this transaction include Goldman Sachs International and Deutsche Bank AG for Saipem, and Kirk Lovegrove & Company Limited for Subsea7. The companies will conduct a conference call to discuss the merger details, further emphasizing their commitment to increasing shareholder value through the proposed merger.

Form Type: 425

Filing Date: 2025-02-26

Corporate Action: Merger

Type: New

Accession Number: 000114036125006058

Filing Summary: Saipem S.p.A. has proposed a merger with Subsea 7 S.A., stated to create a global leader in energy services. The transaction will see Subsea 7 shareholders receiving 6.688 shares of Saipem for each Subsea 7 share, resulting in a 50-50 ownership of the combined company. An extraordinary dividend of €450 million is to be paid to Subsea 7 shareholders before the merger's effectiveness. The merger is aimed at unlocking annual synergies of approximately €300 million and enhancing the companies' market presence with a combined backlog of around €43 billion. Saipem and Subsea 7's boards support the transaction, with completion anticipated in the second half of 2026, pending regulatory clearance and shareholder approvals.