Saipem and Subsea7 announce signing of merger agreement

Highlights

• The company resulting from the merger between Saipem and Subsea7 will be renamed Saipem7, will have revenue of approximately €21 billion, EBITDA in excess of €2 billion, will generate more than €800 million of Free Cash Flow and will have a combined backlog of €43 billion.
• The highly complementary geographical footprints, competencies and capabilities, vessel fleets and technologies will benefit Saipem7’s global portfolio of clients.
• The diversification of the geographical footprint of Saipem and Subsea7 is reflected in the combined backlog, with no single country contributing more than 15% of total.
• On completion, Saipem and Subsea7 shareholders will own 50% each of the share capital of Saipem7.
• Subsea7 shareholders participating to the proposed combination will receive 6.688 new Saipem shares for each Subsea7 share held.
• Subsea7 will distribute an extraordinary dividend to its shareholders for an amount equal to €450 million immediately prior to completion of the proposed combination.
• Annual synergies expected to be approximately €300 million on a run-rate basis, which will lead to material value creation for the shareholders of Saipem7.
• Saipem7 will remain incorporated in Italy and headquartered in Milan, and will have its shares listed on both the Milan and Oslo stock exchanges.
• Siem Industries, reference shareholder of Subsea7, and Eni and CDP Equity, reference shareholders of Saipem, have committed to vote in favour of the proposed combination.
• Completion of the proposed combination anticipated to occur in 2H26.

The management of both Saipem and Subsea7 confirm the compelling strategic rationale in creating a global leader in energy services, particularly considering the growing size of clients’ projects. The parties believe the proposed combination will enhance value for all shareholders and stakeholders, both in the current market and in the long term.

Eni, CDP Equity and Siem Industries fully support the Proposed Combination and have signed a Shareholders’ Agreement confirming the undertaking to vote in favour of the Proposed Combination. As part of this, to ensure a balanced leadership and governance structure, Saipem7’s CEO will be designated by Eni and CDP Equity and Saipem7’s Chairman of the Board of Directors will be designated by Siem Industries.

It is currently envisaged that, upon completion of the Proposed Combination, Mr Kristian Siem will be appointed as Chairman of the Board of Directors of Saipem7 and Mr Alessandro Puliti will be appointed as CEO of Saipem7. In addition, Mr Alessandro Puliti and Mr John Evans will be appointed respectively as the Chairman and CEO of the company that will manage the Offshore Engineering & Construction business of Saipem7. Such company will be named Subsea7, branded as “Subsea7, a Saipem7 Company”, and will comprise all of Subsea7’s businesses and Saipem’s Asset Based Services business (including Offshore Wind).

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