London, July 24, 2025 , (Oilandgaspress) –––Saipem and Subsea7 announce that they have entered into a binding merger agreement, on terms and conditions in line with what 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.
Highlights
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
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 total⁶
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 the second half of 2026
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 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 (
Saipem7 refers to the new entity that will be formed from the proposed merger between the Italian engineering and construction company Saipem and the Norwegian subsea services company Subsea7, creating a global offshore engineering powerhouse. This merger, announced in February 2025, is expected to be completed in the second half of 2026 and will result in a company with a combined order book of €43 billion and annual revenue of approximately €20 billion.
Organisational 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
· Subsea7 shall be incorporated in the UK and headquartered in London. After completion of the Proposed Combination, Subsea7 will be governed by a Board of Directors comprising seven members, including Mr Alessandro Puliti as Chairman, Mr John Evans as CEO, Mr Kristian Siem and other four independent directors
Pre-completion distributions to shareholders
· Each of Saipem and Subsea7 will distribute cash dividends of $350 million during the course of 2025, such dividends having already been approved by their respective shareholders’ meetings in May 2025 and having already been partially distributed
· If the Proposed Combination is not completed before the approval of the full year 2025 results of Saipem and Subsea7 (expected in the second quarter of 2026 for both Saipem and Subsea7), each of Saipem and Subsea7 will (subject to their respective 2025 results meeting certain agreed financial targets) be entitled to distribute cash dividends to their respective shareholders of at least $300 million ¹¹,¹²,¹³ to be paid in Q2 2026
· In connection with a permitted business divestment currently ongoing, Subsea7 will also distribute a cash dividend equal to €105 million¹⁴ to its shareholders prior to completion of the Proposed Combination
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.
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The Board of Directors of Saipem SpA, chaired by Elisabetta Serafin, has approved the Interim Consolidated Financial Report as of June 30, 2025[1].
Results for the second quarter and for the first half 2025:
· Revenue: €7,211 million (€6,418 million in the corresponding half of 2024), of which €3,693 million in the second quarter (€3,371 million in the corresponding quarter of 2024).
· Adjusted EBITDA: €764 million, equal to 10.6% of revenue (€565 million in the corresponding half of 2024, equal to 8.8% of revenue), of which €413 million in the second quarter (€297 million in the corresponding quarter of 2024).
· Positive net result of €140 million (€118 million in the corresponding half of 2024), of which €63 million in the second quarter (€61 million in the corresponding quarter of 2024).
· Capital expenditure: €187 million (€194 million in the corresponding half of 2024), of which €82 million in the second quarter (€102 million in the corresponding quarter of 2024).
· Post-IFRS 16 net financial position: net debt of €205 million (net cash of €23 million as of December 31, 2024).
· Pre-IFRS 16 net financial position: net cash of €854 million (net cash of €683 million as of December 31, 2024).
· New contracts: €4,301 million (€7,086 million in the corresponding half of 2024), of which €2,177 million in the second quarter (€5,085 million in the corresponding quarter of 2024).
· Backlog: €31,120 million (€34,065 million as of December 31, 2024), which increases to €31,264 million including the backlog of non-consolidated companies (€34,257 million as of December 31, 2024).
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