BAKU, Azerbaijan, February 25. Eni S.p.A. and CDP Equity S.p.A., the controlling shareholders of Saipem S.p.A., have signed a memorandum of understanding with Siem Industries S.A., the reference shareholder of Subsea7 S.A., to support the planned cross-border merger of the two companies, Trend reports.
The merger will be structured as a merger of equals with a fixed 50-50 exchange ratio. Saipem will be the surviving entity, maintaining its headquarters and stock listing in Italy, while also being listed in Norway following the completion of the transaction.
Saipem7, the newly combined company, will have a total order backlog of 43 billion euros, annual revenues of around 20 billion euros, and an EBITDA exceeding 2 billion euros. It will operate with a global workforce of over 45,000 employees, including more than 9,000 engineers and project managers. The merger is expected to enhance the company’s competitive position through operational synergies while maintaining employment levels and strengthening its financial structure.
Under the governance principles outlined in the memorandum, Eni, CDP Equity, and Siem Industries - together holding approximately 29% of the merged company’s share capital - will form a stable shareholder group with the authority to appoint the majority of the board of directors. Eni and CDP Equity will amend their existing shareholder agreement to align with the new governance structure agreed upon with Siem Industries. The transaction is designed to avoid triggering a mandatory takeover offer.
The merger aims to create a global leader in the subsea and offshore engineering and construction (E&C) sector, strengthening competitiveness through operational synergies while avoiding negative employment impacts. It will also enhance the financial structure of the combined company.
Eni CEO Claudio Descalzi stated that the merger will establish a strong global player with industrial and technological expertise, highlighting Saipem’s improved financial and operational performance in recent years. CDP CEO Dario Scannapieco emphasized that the integration of Saipem and Subsea7 will create a leading company in high-tech markets by leveraging their complementary strengths.
The combined entity is expected to benefit from an expanded product and service portfolio, optimized fleet utilization, and improved strategic positioning in the evolving oil and gas market and energy transition.
Eni and CDP Equity expect their investment in Saipem to gain value through the merger, benefiting their shareholders. They will continue working with Siem Industries and the companies involved to ensure the successful completion of the transaction within the announced terms.