Saipem (SPM) M&A Announcement summary

Deal rationale and strategic fit

• The merger creates a global leader in energy services, combining complementary fleets, geographies, technologies, and customer bases to deliver complex offshore and onshore projects, including oil, gas, carbon capture, and renewables.

• The combined entity, Saipem7, will have over 45,000 employees in 60+ countries and a fleet of 60+ construction vessels, offering comprehensive solutions across the value chain.

• Enhanced innovation and technology capabilities will support energy transition and sustainability goals.

• Both boards and largest shareholders support the deal, citing strong industrial logic and long-term value creation.

• The merger addresses increasing project scale and complexity, positioning the company for future market demands.

Financial terms and conditions

• Subsea7 shareholders will receive 6.688 Saipem shares per Subsea7 share, resulting in a 50/50 pro forma ownership split.

• Subsea7 shareholders will receive an extraordinary €450 million dividend prior to deal completion.

• The combined company targets €20 billion in revenue, over €2 billion in EBITDA, and a €43 billion offshore construction backlog.

• At least 40% of free cash flow (post-lease liabilities) will be distributed to shareholders after completion.

• The company aims for investment-grade credit ratings and a pro forma leverage of 0.6x net debt/EBITDA.

Synergies and expected cost savings

• Annual cost and CapEx synergies of €300 million are targeted on a run-rate basis by year three, mainly from fleet optimization, procurement, and process efficiencies.

• One-time costs to achieve synergies are estimated at €270 million.

• Synergies represent about 14% of combined EBITDA and 2% of combined OpEx.

• Additional benefits include improved revenue visibility, cash flow generation, and business risk profile.