MILAN (ITALPRESS) – Saipem and Subsea7 have reached agreement on the main terms of a possible merger of the two companies through the signing of a Memorandum of Understanding. The Proposed Combination would create a global leader in the energy services sector.The company resulting from the merger between Saipem and Subsea7 (the “Combined Company”) will be renamed Saipem7 and will have an aggregate order backlog of 43 billion euros, Revenues of about 20 billion euros[3] and EBITDA of more than 2 billion euros.It will have a global organization with more than 45,000 people, including more than 9.000 engineers and project managers.It will have a strong complementarity in terms of geographic presence, expertise and capabilities, vessel fleets and technologies, serving a global customer baseSaipem and Subsea7 shareholders will hold an equal (50-50 ratio) stake in the Combined CompanySubsea7 shareholders will receive 6.688 shares of Saipem for each Subsea7 share held. Subsea7 will distribute an extraordinary dividend of 450 million euros immediately prior to the completion of the transactionThe Proposed Combination is expected to generate significant value for Saipem and Subsea7 shareholders. Annual synergies of about 300 million euros are expected from the third year after the completion of the merger, with one-off costs associated with achieving these synergies of about 270 million eurosSiem Industries, Subsea7’s reference shareholder, CDP Equity and Eni, Saipem’s reference shareholders, have expressed their strong support and indicated their commitment to vote in favor of the transaction.The transaction is expected to be finalized in the second half of 2026.The top management of Saipem and Subsea7 share the belief that there is a solid rationale in the creation of a global leader in the energy services sector, considering, in particular, the growing size of the Clients’ projects. Saipem and Subsea7 are highly complementary in terms of market offerings and geographic areas. The combination of the two businesses would create additional shareholder value both in the current market environment and in the long term.CDP Equity, Eni and Siem Industries have signed a separate Memorandum of Understanding in which they have committed to support the Proposed Combination and agreed on the terms of a Shareholders’ Agreement that will be effective upon its completion. Under this, it is envisaged that the Chairman of the Board of Directors of the Combined Company will be designated by Siem Industries, while the CEO will be designated by CDP Equity and Eni. In addition, it is currently planned that Alessandro Puliti will be appointed CEO of the Combined Company,[5] while it is currently planned that John Evans will be appointed CEO of the company that will manage the Combined Company’s Offshore business. This business will include all of Subsea7’s activities and Saipem’s Offshore Engineering & Construction activities.The Combined Company would be created through a cross-border merger of Subsea7 into Saipem, in accordance with EU regulations, with the latter renamed Saipem7. The Combined Company would be headquartered in Milan and its shares would be listed on both the Milan and Oslo stock exchangesSiem Industries (Subsea7’s reference shareholder) would hold about 11.9 percent of the Combined Company’s share capital, while Eni and CDP Equity (Saipem’s reference shareholders) would hold about 10.6 percent and about 6.4 percent, respectively,
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