The transaction structure and terms have been confirmed in line with the  MoU to create a global leader in energy services

The company resulting from the merger¹ between Saipem and Subsea7 (the “Proposed Combination”) will be renamed Saipem7 (“Saipem7”), will have revenue of approx. €21 billion², EBITDA in excess of €2 billion³, will generate more than €800 million of Free Cash Flow⁴ and will have a combined backlog of €43 billion⁵

Milan, Luxembourg - Saipem and Subsea7 announce that they have entered into a binding merger agreement on terms and conditions in line with what was previously communicated at the time of the signing of the Memorandum of Understanding on 23 February 2025. The merger of Saipem and Subsea7 will create a global leader in energy services.

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  Combination

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.

Related: Saipem’s FlatFish underwater drone successfully completes test campaign with Petrobras

Upon completion of the Proposed Combination

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 Saipem7⁷ and Mr Alessandro Puliti will be appointed as CEO of Saipem7⁸. 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).

The by-laws of Saipem7 are expected to provide for loyalty shares (double votes), which will be available, upon request, to all shareholders of Saipem7.

Saipem7 will remain incorporated in Milan,

Saipem7 will remain incorporated in Italy and headquartered in Milan, and will have its shares listed on both the Milan and Oslo stock exchanges Meanwhile, Siem Industries (currently the largest shareholder of Subsea7) will own approximately 11.8% of Saipem7’s share capital, while Eni and CDP Equity (currently the largest shareholders of Saipem) will respectively own approximately 10.6% and 6.4% of Saipem7’s share capital

Related: Saipem wins new offshore contract in Saudi Arabia worth approximately $500 million

Structure of Saipem7 

Saipem7 will be structured as four businesses: Offshore Engineering & Construction, Onshore Engineering & Construction, Sustainable Infrastructures and Drilling Offshore

The Offshore Engineering & Construction business will be contained within an operationally autonomous company, fully owned by Saipem7, named Subsea7, branded as “Subsea7, a Saipem7 Company”, and will comprise all Subsea7’s businesses and the Asset Based Services business of Saipem (including Offshore Wind). The company will represent approximately 84% of the combined group’s EBITDA for the last 12 months as of 31 December 2024

Shareholders’ Agreement

The Shareholders’ Agreement signed between Siem Industries, Eni and CDP Equity provides for, inter alia, an irrevocable undertaking to vote in favour of the Proposed Combination (subject to receipt of the required Italian government approval), a three-year shareholder lock-up and the submission of a joint slate for the appointment of the majority of the members of the board of directors of Saipem7.

About: Saipem 

Saipem is a global leader in the engineering and construction of major projects for the energy and infrastructure sectors, both offshore and onshore. Saipem is “One Company” organized into business lines: Asset Based Services, Drilling, Energy Carriers, Offshore Wind, Sustainable Infrastructures, Robotics & Industrialised Solutions. The company has 5 fabrication yards and an offshore fleet of 17 owned construction vessels and 13 drilling rigs. Always oriented towards technological innovation, the company’s purpose is “Engineering for a sustainable future”. 

As such, Saipem is committed to supporting its clients on the energy transition pathway towards Net Zero, with increasingly digital means, technologies, and processes geared for environmental sustainability. Listed on the Milan Stock Exchange, it is present in more than 50 countries worldwide and employs about 30,000 people from over 130 nationalities.

About: Subsea7

Subsea7 is a global leader in the delivery of offshore projects and services for the energy industry. Subsea7 makes offshore energy transition possible through the continuous evolution of lower-carbon oil and gas and by enabling the growth of renewables and emerging energies.

#Subsea7 #Saipem #Saipem7 # Milan #Oslo stock exchange #Siem Industries # merger agreement #Eni #CDP Equity