Saipem, Subsea7 Agree Merger | Rigzone

Saipem SpA signed a binding merger deal to acquire Subsea7 SA and thereafter rebrand into Saipem7, the companies said Thursday, after an initial agreement last February.

Subsea7 shareholders would receive 6.688 Saipem shares for each Subsea7 unit. The combined company’s share capital would be equally divided between the shareholders of Italian state-backed Saipem and Luxembourg-registered Subsea7 assuming all the latter’s shareholders participate in the transaction, a joint statement said.

As the biggest shareholders of Saipem, Eni SpA and CDP Equity SpA would respectively own about 10.6 percent and 6.4 percent of Saipem7. Siem Industries SA, Subsea7’s top shareholder, would own around 11.8 percent, the statement said.

The parties expect to complete the merger in the latter half of 2026 subject to regulatory approvals, votes by the shareholders of both Saipem and Subsea7 and other customary conditions. Eni, CDP Equity and Siem Industries signed an agreement to vote for the combination.

As part of the tripartite agreement, Eni and CDP Equity are entitled to assign Saipem7’s chief executive, who is planned to be Alessandro Puliti, Saipem’s chief executive and general manager. Siem Industries has been given the right to designate Saipem7’s chair, who is expected to be Subsea7 chair Kristian Siem. These designations would still be subject to approval by the combined company’s board, according to the statement.

The resulting entity would inherit projects in over 60 countries and operate “a full spectrum of offshore and onshore services, from drilling, engineering and construction to life-of-field services and decommissioning, with an increased ability to optimize project scheduling for clients in oil, gas, carbon capture and renewable energy”, the statement said.

Saipem7 would have more than 60 construction vessels able to perform “shallow-water to ultra-deepwater operations, utilising a full portfolio of heavy lift, high-end J-lay, S-lay and reel-lay rigid pipeline solutions, flexible pipe and umbilical lay services, as well as market-leading wind turbine, foundations and cable lay installation capabilities”.

It would be supported by a global workforce of approximately 44,000 people including over 9,000 engineers and project managers.

Saipem7 is planned to be structured into four businesses: Offshore Engineering and Construction, Onshore Engineering and Construction, Sustainable Infrastructures and Offshore Drilling.

The Offshore Engineering and Construction business is planned to be an operationally autonomous company called Subsea7, which would retain John Evans as chief executive.

To be incorporated in the United Kingdom and based in London, the Offshore Engineering and Construction business would comprise all Subsea7 businesses and the Asset-Based Services of Saipem including offshore wind.

Saipem7 would continue to be incorporated in Italy and listed in Milan, where it would also maintain its headquarters, and Oslo.

“Saipem7 is expected to distribute annually to its shareholders at least 40 percent of its free cash flow after repayment of lease liabilities”, the statement said.

Annual cost and capital expenditure synergies are expected to be about EUR 300 million from the third year after the close of the merger, “driven by fleet optimization (utilization and geographical positioning of vessels and equipment), procurement (longer charter periods for leased vessels and improved terms with suppliers), sales and marketing (tendering rationalization), and process efficiencies”.

Saipem and Subsea7 had a combined revenue of about EUR 21 billion, EBITDA of over EUR 2 billion and free cash flow of more than EUR 800 million in 2024. At the end of the first quarter of 2025, Saipem and Subsea7 had a combined backlog of EUR 43 billion.

Immediately before merger completion, Subsea7 shareholders will receive EUR 450 million in extraordinary dividends.

“Shareholders of Subsea7 who vote against the approval of the proposed combination at the Subsea7 extraordinary general meeting will have the right to dispose of their shares in Subsea7 for an adequate cash compensation under the conditions set out under Luxembourg company law”, the statement said.

To contact the author, email jov.onsat@rigzone.com