M&A - SUBSEA 7 S.A.

Form Type: 425

Filing Date: 2025-02-26

Corporate Action: Merger

Type: New

Accession Number: 000114036125006089

Filing Summary: Subsea 7 S.A. has proposed a merger with Saipem to create a combined company positioned as a global leader in energy services. The merger structure involves a cross-border merger, whereby Subsea 7 shareholders will receive 6.688 shares of Saipem for each share of Subsea 7, resulting in a 50-50 ownership of the new entity. Prior to the merger, Subsea 7 will distribute an extraordinary dividend of €450 million to its shareholders. Expected financial benefits from the merger are significant, including approximately €300 million in annual synergies and an enhanced corporate profile through a combined backlog of approximately €43 billion. The process for finalizing the merger involves steps such as shareholder approvals and regulatory clearances, with completion anticipated in the second half of 2026. The merger is backed by key stakeholders including Siem Industries, Eni, and CDP Equity, who have committed to support the transaction and governance of the combined company. This merger will enable enhanced service offerings across offshore and onshore energy projects, leveraging the strengths of both companies.

Form Type: 425

Filing Date: 2025-02-24

Corporate Action: Merger

Type: New

Accession Number: 000110465925016310

Filing Summary: On February 23, 2025, Saipem and Subsea7 announced they have reached an agreement on key terms for a possible merger, creating a new entity named Saipem7. The combined company will have a backlog of €43 billion and projected revenue of approximately €20 billion, with over 45,000 employees including 9,000 engineers. Shareholders of both companies will equally own the new entity, with Subsea7 shareholders receiving 6.688 Saipem shares for each Subsea7 share held and an extraordinary cash dividend of €450 million paid before completion. The merger aims to generate annual synergies of around €300 million by the third year post-completion, with a completion date anticipated in the second half of 2026. The combined company will list its shares in Milan and Oslo, backed by major shareholders from both companies who have expressed support for the merger.