Subsea7 acquires shares in Seaway7

As consideration, Songa Capital AS, West Coast Invest AS and Lotus Marine AS will receive one new share in Subsea7 for every 22 shares in Seaway7.

Following completion of the transactions, expected to take place during March 2023, the Subsea7 Group will own 93.94% of the issued and outstanding share capital of Seaway7.

Subsea7 will be in a position to effect a compulsory acquisition of the remaining Seaway7 shares. However, it has resolved to put forward a voluntary offer to acquire the remaining outstanding shares in Seaway7 in exchange for Subsea7 shares, prior to effecting the compulsory acquisition.

Eligible Seaway7 shareholders tendering their shares in the Offer will receive 1 new share in Subsea7 for every 22 shares in Seaway7 tendered, rounded down to the nearest whole share.

Subsea7 will apply for a delisting of the Seaway7 shares from Euronext Growth Oslo following the expiry of the offer period and initiation of the compulsory acquisition.

Background to the transactions

At the time of announcement, the value of the consideration agreed by the parties was equal to NOK 6.15 per Seaway7 share. This is based on the exchange ratio (1:22) and closing price of Subsea7 of NOK 135.30 on 01 March 2023, the day immediately preceding the announcement of the Transactions.

The closing price of the Seaway7 shares on 01 March 2023, the day immediately preceding the announcement of the Transactions was NOK 7.22.

Upon completion of the transactions, Subsea7 will issue a total of 8 540 433 new shares to Songa Capital AS, West Coast Invest AS and Lotus Marine AS, corresponding to approximately 2.90% of the current issued share capital of Subsea7 taking into account the separately announced treasury share cancellation.

Following the issuance of the consideration shares and taking into account the treasury share cancellation, Subsea7 will have an issued share capital of US$ 605 716 932 represented by 302 858 466 shares, each with a nominal value of US$2.00.

Voluntary offer to minority shareholders

Following completion of the transactions, expected to take place during March 2023, the Subsea7 Group will own 93.94% of the issued and outstanding share capital of Seaway7.

Subsea7 will be in a position to effect a compulsory acquisition of the remaining Seaway7 shares pursuant to Section 4-25 of the Norwegian Public Limited Liabilities Act.

However, it has resolved to put forward a voluntary offer to acquire the remaining outstanding shares in Seaway7 in exchange for Subsea7 shares, prior to effecting the compulsory acquisition.

Eligible Seaway7 shareholders tendering their shares in the offer will receive one new share in Subsea7 for every 22 shares in Seaway7 tendered, rounded down to the nearest whole share.

Resulting Subsea7 share capital upon completion of the transactions and offer

On completion of the Offer Subsea7 will issue up to 2 404 333 new shares to the shareholders in Seaway7 tendering their shares in the offer, corresponding to approximately 0.82% of the current issued share capital of Subsea7 and taking into account the separately announced treasury share cancellation.

Subsea7 will follow completion of the transactions and the issuance of the offer shares and taking into account the separately announced treasury share cancellation, have an issued share capital of up to US$610 525 598 divided on up to 305 262 799 shares, each with a nominal value of US$2.00.

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