Saipem set to merge with Subsea7 to create global energy services giant

Italy’s Saipem and Norway’s Subsea7 have reached an agreement to merge the two companies, to create an industry leader in global energy services.

The two contracting giants have reached an agreement in principle “on the key terms of a possible merger of the two companies through the execution of a memorandum of understanding (MoU)", the two players said in a joint statement late on Sunday.

Both companies, stalwarts of offshore oil & gas, also have offshore wind-facing operations or those in the wider power sector.

“The combination of Saipem and Subsea7 will be renamed Saipem7, and will have a combined backlog of €43bn ($45.16bn),” the companies said.

The deal which is likely to be completed in the second half of 2026, will see Subsea7 shareholders “receive 6.688 Saipem shares for each Subsea7 share held".

“Subsea7 will distribute an extraordinary dividend for an amount equal to €450m immediately prior to completion,” the companies said.

Both Saipem and Subsea7 shareholders will own 50% each of the share capital of the combined company.

The combined company will be structured across four businesses — Offshore Engineering & Construction, Onshore Engineering & Construction, Sustainable Infrastructures and Offshore Drilling, Saipem and Subsea7 noted.

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”, the two players said.

“Saipem and Subsea7 are highly complementary in terms of market offerings and geographies,” the statement said.

The combined entity would command annual revenues of €20bn and EBITDA in excess of €2bn , and the combined company will be listed on both the Milan and Oslo stock exchanges, Saipem and Subsea7 stated.

The combination would “enhance value for shareholders, and all stakeholders, both in the current market and in the long term".

The merger would potentially create a “global organisation of over 45,000 people, including more than 9000 engineers and project managers".

The two players have “highly complementary geographical footprints, competencies and capabilities, vessel fleets and technologies that will benefit the combined company’s global client base".

Shareholder support

Siem Industries, the major shareholder of Subsea7, as well as Eni and CDP Equity, the key shareholders of Saipem, “have expressed their strong support and intend to vote in favour of the transaction", the companies stated.

Eni and CDP also confirmed the development in a separate statement, noting they have signed an MoU with Siem Industries, the largest shareholder of Subsea7, highlighting their "commitment to provide full support to the transaction, as well as the principles that will govern the corporate governance of the acquiring company, Saipem".

The potential merger deal was signed within the framework of the shareholders’ agreement that will be signed between the three parties, Eni and CDP stated.

“The merger, which will be structured as a merger of equals with a fixed exchange ratio of 50-50, will see Saipem, as the acquiring company, maintain its headquarters and listing market in Italy, while also being listed in Norway upon completion of the merger,” the companies said.

Pursuant to the governance principles defined in the MoU, Eni, CDP Equity and Siem Industries together will represent approximately 29% of the share capital in the new entity, with Siem at 11.8%, Eni 10.6% and CDP Equity at 6.4%, forming “a stable core group of key shareholders that will appoint the majority of the board of directors". they added.

Eni’s chief executive, Claudio Descalzi, said: “With this transaction, we are creating a global leader of significant industrial and technological value.

“Over the past few years, Saipem has continuously improved its operational and financial performance, achieving a position of excellence that enables it to play a leading role in this major transformation. This is a great achievement that fully reflects the support we have provided in our role as shareholders,” Descalzi noted.

CDP’s chief executive, Dario Scannapieco, added that the “combination of Saipem and Subsea7 activities represents a significant strengthening of high-tech companies that are already well-established in their respective markets".

The two players said that Saipem and Subsea7 “exhibit strong geographical and customer-base complementarity" and their combination will enhance the offering of products and services while optimising fleet utilisation.

The MoU between “Siem Industries, CDP Equity and Eni provides for, inter alia, a three-year shareholder lock-up and standstill obligation and the submission of a common slate for the appointment of the majority of the members of the board of directors of the combined company”, Saipem and Subsea7 said.