The Italian company Saipem, a specialized engineering company in the construction of major projects in the energy and energy sectors. of offshore and onshore infrastructures that has as shareholders CDP Equity and Eni has signed an agreement in principle for the merger with the Luxembourg-based Subsea7, a company listed on the Oslo Stock Exchange which specializes in providing projects and offshore services for the energy sector and which has as a shareholder SIEM Industries, which owns the about 23% of the capital.

The company created by merger by incorporation cross-border subsea7 in Saipem, under EU law - the two parties announced - assuming that all shareholders of Subsea7 participating in the merger would be a 50:50 joint venture and would be called Saipem7. The new company would have a aggregate order backlog of €43 billion, revenues for around 20 billion euros and EBITDA of over two billion euros. The new company, which would have its registered office in Milan and shares listed on both the Milan and Oslo stock exchanges, would have a global organization with more than 45,000 people, including more than of 9,000 engineers and project managers in over 60 countries and - have highlighted the two sides - could count on a strong complementarity in terms of geographical presence, skills and capabilities, naval fleets and technologies, at the service of a global customer base. Saipem7 would have a wide and diversified fleet of more than 60 construction ships to be used in a vast range of projects, from shallow water to shallow water operations ultra-deep, leveraging a comprehensive portfolio of solutions heavy lift, laying of rigid pipes with J-lay mode, S-lay and reel-lay, flexible and umbilical pipe laying services, as well as state-of-the-art capabilities in the installation of wind turbines, foundations and cable laying.

Siem Industries, CDP Equity and Eni have signed a separate memorandum of understanding in which they undertook to support the merger and agreed on the terms of a shareholders' agreement which would become effective from the completion of the same. In this case, It is envisaged that the President of the Board of Directors management of Saipem7 is appointed by Siem Industries, while the CEO is designated by CDP Equity and Eni. In addition, it is currently planned that Alessandro Puliti will be appointed chief executive officer of the new company, while it is currently planned that John Evans will be appointed CEO of the company that will manage the Saipem's Offshore business7. This business will include all Subsea7 activities and Offshore activities Engineering & Construction by Saipem. The statute of the new will also provide for the adoption of the mechanism of the increased voting rights (two votes per share).

The agreement signed by Saipem and Subsea7 provides that shareholders the latter receive 6.688 shares of Saipem for each Subsea share7 Held. Subsea7 will distribute an extraordinary dividend of €450 million immediately before completion of the transaction expected in the second half of 2026. Siem Industries would be the owner of about 11.9% of the capital shareholding of Saipem7, while Eni and CDP Equity would hold it, respectively, about 10.6% and about 6.4%.

Saipem and Subsea7 expect annual synergies of approximately 300 million euros from the third year following the completion of the merger, with one-off costs associated with obtaining these synergies equal to about 270 million euros.