Subsea7 and Saipem announce signing of the Merger Agreement

Core Viewpoint - The merger between Saipem and Subsea7 aims to create a global leader in energy services, enhancing value for shareholders and stakeholders in both the short and long term [2][4]. Transaction Structure and Terms - The merger agreement aligns with the previously signed Memorandum of Understanding, with completion anticipated in the second half of 2026 [2][17]. - Upon completion, Saipem7 will have approximately €21 billion in revenue, over €2 billion in EBITDA, and a combined backlog of €43 billion [9][34]. - Subsea7 shareholders will receive 6.688 new Saipem shares for each Subsea7 share held, and an extraordinary dividend of €450 million will be distributed prior to completion [9][34]. Strategic Rationale - The merger is expected to create significant shareholder value through enhanced operational capabilities, geographical diversification, and a complementary fleet of over 60 construction vessels [9][12]. - Annual synergies of approximately €300 million are anticipated from the third year post-completion, driven by fleet optimization and improved procurement strategies [9][12]. Governance and Leadership - Eni, CDP Equity, and Siem Industries support the merger and have signed a Shareholders' Agreement to ensure balanced leadership, with designated roles for the CEO and Chairman of Saipem7 [5][6]. - The governance structure will include a Board of Directors with representatives from both merging companies [15][18]. Operational Structure - Saipem7 will be structured into four business segments: Offshore Engineering & Construction, Onshore Engineering & Construction, Sustainable Infrastructures, and Drilling Offshore [18]. - The Offshore Engineering & Construction segment will be managed by a fully owned subsidiary named Subsea7, which will represent approximately 84% of the combined group's EBITDA [18]. Market Position and Client Benefits - The merger will enhance the ability to deliver comprehensive solutions across more than 60 countries, optimizing project scheduling for clients in various energy sectors [12][10]. - The combined expertise is expected to foster innovation in offshore technologies, ensuring cutting-edge solutions for complex projects [12][10].