Subsea 7 S.a. · OSL:SUBC
Subsea 7 — Merger or Acquisition (June 2010)
18 slides from Subsea 7's merger presentation, Jun 21, 2010
Slide 1: Combination of Acergy and Subsea 7
Combination of Acergy and Subsea 7 Creating a global leader in seabed-to-surface engineering and construction June 21, 2010
Slide 2: Disclaimer
Disclaimer Certain statements contained in this communication may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements may be identified by the use of words like “anticipate,” “be
Slide 3: Presentation team
Presentation team Kristian Siem, Subsea 7 Chairman Chairman designate Sir Peter Mason, Acergy Chairman Senior Independent Director designate Jean Cahuzac, Acergy CEO CEO designate, Director designate Mel Fitzgerald, Subsea 7 CEO Director designate slide 3
Slide 4: Agenda
Agenda Section 1 - Strategic rationale Section 2 - Combination structure, terms and governance Section 3 - Q&A slide 4
Slide 5: Section 1: Strategic rationale
Section 1 Strategic rationale slide 5
Slide 6: A global leader in seabed-to-surface engineering and construction
A global leader in seabed-to-surface engineering and construction A market value of $5.41 billion and a global organisation of 12,000 people The capability and resources to address the worldwide growth in size and complexity of subsea projects Enhanced local presence in all major offshore oil and ga
Slide 7: Complementary businesses able to deliver a step-change in service for clients
Complementary businesses able to deliver a step-change in service for clients Full spectrum of subsea services – SURF, Conventional and Life-of-Field High-end diversified fleet of 43 vessels Extensive fabrication and onshore facilities Greater depth of project management, engineering and technical e
Slide 8: Complementary fit to provide full spectrum of subsea services
Complementary fit to provide full spectrum of subsea services Exploration Development Production & appraisal Project management and engineering services SURF Life-of-Field Diving, ROV services and remote intervention technologies Flexibles Heavy Lifting Conventional Decommissioning i-Tech Veripos Ac
Slide 9: Complementary, well diversified high-end fleet
Complementary, well diversified high-end fleet 43 vessels comprising 22 from Acergy and 21 from Subsea 7 Acergy brings J-lay capability through Acergy Polaris, Acergy Borealis from 2012 and Sapura 3000 Subsea 7 brings rigid reel-lay capability through Seven Oceans and Seven Navica Acergy bri
Slide 10: Enhanced revenue diversification
Enhanced revenue diversification FY09 revenues by region1 $1.7bn $1.2bn $1.1bn $0.3bn $0.2bn N. Europe & Canada Africa & S. America Asia & ME N. America Mediterranean Acergy Subsea 7 Note 1 Combined FY 2009 Revenues for continuing operations, excluding corporate / other and revenue from Sapura Acerg
Slide 11: Backlog strengthens presence in key regions
Backlog strengthens presence in key regions Backlog by region1 $1.9bn $1.4bn $1.3bn $0.6bn $0.1bn Africa & S. America N. Europe & Canada Asia & ME N. America Mediterranean Acergy Subsea 7 Note 1 As at May 31 2010 – combined backlog of $5.3 billion, comprised of $2.7 billion for Acergy (including sha
Slide 12: Backlog fit provides strong basis for future growth
Backlog fit provides strong basis for future growth 1 Backlog by contract type $2.7bn $2.6bn $5.3bn Day rate 19% Day rate 46% Day rate 74% Lump sum 81% Lump sum 54% Lump sum 26% Acergy Subsea 7 Combined entity Note 1 As at May 31 2010 – combined backlog of $5.3 billion, comprised of $2.7 billion for
Slide 13: Synergies
Synergies Based on preliminary analysis, annual synergies of at least $100 million are expected to be realised within 3 years of completion Operating costs: Overhead optimisation Reduced combined tendering costs Supply chain cost synergies / economies of scale Vessel fleet: More efficient fleet depl
Slide 14: Section 2: Combination structure, terms and governance
Section 2 Combination structure, terms and governance slide 14
Slide 15: Key combination terms
Key combination terms All-share combination based on market values of Acergy and Subsea 7 Acergy 54%, Subsea 7 46% Issue of new Acergy shares to be extended to any Subsea 7 shares that are issued upon conversion or exercise of options and / or bonds prior to completion Combination to be effected thr
Slide 16: Combination structure and relationship agreement
Combination structure and relationship agreement Combination structure Combination to be effected by way of a scheme of arrangement with Acergy as the acquirer Subsea 7 common shareholders to receive 1.065 Acergy common shares for every Subsea 7 common share representing in aggregate a 46% ownership
Slide 17: Governance
Governance Board of Directors Executive Management NEED TO ADD CEO Chairman: Kristian Siem CEO: Jean Cahuzac Senior Independent Director: Sir Peter Mason* CFO: Simon Crowe Director and CEO: Jean Cahuzac COO: John Evans Director: Mel Fitzgerald Other positions to be announced in due course Director:
Slide 18: Section 3: Q&A
Section 3 Q&A lide 18 f 2 sce Acergy subses 7 Coll