Saipem and Subsea7 Sign Binding Merger Agreement to Create €21 Billion Energy Services Leader Saipem and Subsea7 have entered into a binding merger agreement that will create a global leader in energy services, with the combined entity to be renamed Saipem7. The agreement, signed on July 24, 2025, follows terms and conditions in line with the Memorandum of Understanding executed on February 23, 2025.

Financial Structure and Shareholder Terms

The merged company will generate approximately €21 billion in revenue and EBITDA in excess of €2 billion, with more than €800 million of Free Cash Flow and a combined backlog of €43 billion. Upon completion, shareholders of both Saipem and Subsea7 will each own 50% of Saipem7's share capital. 

Subsea7 shareholders participating in the merger will receive 6.688 new Saipem shares for each Subsea7 share held. Additionally, Subsea7 will distribute an extraordinary dividend of €450 million to its shareholders immediately prior to completion of the transaction. 

The diversified geographical footprint is reflected in the combined backlog, with no single country contributing more than 15% of the total. Annual synergies are expected to reach approximately €300 million on a run-rate basis from the third year after completion.

Corporate Structure and Leadership

Saipem7 will remain incorporated in Italy and headquartered in Milan, with shares listed on both the Milan and Oslo stock exchanges. The by-laws are expected to provide for loyalty shares with double votes, available upon request to all shareholders. Kristian Siem is currently envisaged to be appointed as Chairman of the Board of Directors, while Alessandro Puliti will serve as CEO of Saipem7. 

The leadership structure reflects a balanced approach, with Saipem7's CEO designated by Eni and CDP Equity, and the Chairman designated by Siem Industries. A subsidiary company will manage the Offshore Engineering & Construction business, to be named Subsea7 and branded as "Subsea7, a Saipem7 Company." 

This entity will comprise all of Subsea7's businesses and Saipem's Asset Based Services business, including Offshore Wind. Alessandro Puliti and John Evans will serve as Chairman and CEO respectively of this subsidiary.

Shareholder Ownership and Support

Following the merger, Siem Industries will own approximately 11.8% of Saipem7's share capital, while Eni and CDP Equity will respectively own approximately 10.6% and 6.4%. These reference shareholders have committed to vote in favor of the Proposed Combination and have signed a Shareholders' Agreement confirming this undertaking. 

Shareholders of Subsea7 who vote against the approval at the Extraordinary General Meeting will have the right to dispose of their shares for adequate cash compensation under Luxembourg company law conditions. The compensation formula will be made available on Subsea7's website, with the amount announced in advance of the meeting.

Strategic Capabilities and Operations

The combined entity will operate in more than 60 countries with a specialized global workforce of approximately 44,000 people, including more than 9,000 engineers and project managers. The merger brings together a diversified fleet of more than 60 construction vessels, enhancing capabilities for projects ranging from shallow water to ultra-deepwater operations. 

Saipem7 will offer a full spectrum of offshore and onshore services, from drilling, engineering and construction to life-of-field services and decommissioning. The fleet will utilize heavy lift, high-end J-lay, S-lay and reel-lay rigid pipeline solutions, flexible pipe and umbilical lay services, and market-leading wind turbine, foundations and cable lay installation capabilities. 

The transaction is expected to create value through fleet optimization, improved procurement terms with longer charter periods for leased vessels, sales and marketing efficiencies through tendering rationalization, and process improvements. 

Saipem7 is expected to distribute annually at least 40% of its Free Cash Flow after repayment of lease liabilities to shareholders. Completion of the merger is anticipated to occur in the second half of 2026. The companies have completed satisfactory confirmatory due diligence with no material findings regarding project overlap, and are currently submitting documentation to applicable antitrust authorities for consideration of the transaction.