Saipem and Subsea7 announce that on 23/02 they have reached an agreement in principle on the key terms of a possible merger of the two companies[1] (the “Proposed Combination”) through the execution of a memorandum of understanding (the “MoU”). The Proposed Combination is expected to create a global leader in energy services.

Highlights

The combination of Saipem and Subsea7 (the “Combined Company”) will be renamed Saipem7, and will have a combined backlog of €43 billion[2], Revenue of approx. €20 billion[3] and EBITDA in excess of €2 billion[4]

A global organisation of over 45,000 people, including more than 9,000 engineers and project managers

Highly complementary geographical footprints, competencies and capabilities, vessel fleets and technologies that will benefit the Combined Company’s global client base

Saipem and Subsea7 shareholders will own 50% each of the share capital of the Combined Company

Subsea7 shareholders will receive 6.688 Saipem shares for each Subsea7 share held. Subsea7 will distribute an extraordinary dividend for an amount equal to €450 million immediately prior to completion

Transaction expected to deliver material value creation for the shareholders of both Saipem and Subsea7. Annual synergies of approximately €300 million are expected to be achieved in the third year after completion, with one-off costs to achieve such synergies of approximately €270 million

The Combined Company will be listed on both the Milan and Oslo stock exchange

Siem Industries, reference shareholder of Subsea7, as well as Eni and CDP Equity, reference shareholders of Saipem, have expressed their strong support and intend to vote in favour of the transaction

Completion anticipated to occur in the second half of 2026

The management of both Saipem and Subsea7 share the conviction that there is compelling logic in creating a global leader in energy services, particularly considering the growing size of clients’ projects. Saipem and Subsea7 are highly complementary in terms of market offerings and geographies. The combination would enhance value for shareholders, and all stakeholders, both in the current market and in the long term.

CDP Equity, Eni and Siem Industries have entered into a separate Memorandum of Understanding, undertaking to support the Proposed Combination and agreeing on the terms of a Shareholders Agreement, to be effective from completion of the Proposed Combination. As part of this, it is intended that the Combined Company’s Chairman will be designated by Siem Industries and that the Combined Company’s CEO will be designated by CDP Equity and Eni. In addition, it is currently envisaged that Mr Alessandro Puliti will be appointed as CEO of the Combined Company[5] while it is currently envisaged that Mr John Evans will be the CEO of the entity that will manage the Offshore business of the Combined Company. Such Offshore business will comprise all of Subsea7 and Saipem’s Offshore Engineering & Construction activities.