Saipem S.p.a. · MIL:SPM
Saipem — Merger or Acquisition (February 2025)
21 slides from Saipem's merger presentation, Feb 24, 2025
Slide 1: Proposed Combination of Saipem and Subsea7
Proposed Combination of Saipem and Subsea7 Creating a Global Leader in Energy Services 24th February 2025
Slide 2: Disclaimer
Disclaimer No Offer or Solicitation This communication and the information contained in it are provided for information purposes only and are not intended to be and shall not constitute a solicitation of any vote or approval, or an offer to sell or solicitation of an offer to buy, or an invitation o
Slide 3: Today's Presenters
Today’s Presenters Elisabetta Serafin Alessandro Puliti Kristian Siem John Evans Chairman of the Board of Chief Executive Officer Chairman of the Board of Chief Executive Officer Directors of Saipem of Saipem Directors of Subsea7 of Subsea7 3
Slide 4: Creating a Global Leader in Energy Services
Creating a Global Leader in Energy Services 1 Comprehensive Solutions for Clients • A full spectrum of offshore and onshore services, from drilling, engineering and construction to life-of-field services and decommissioning • Increased ability to optimise project schedules for clients in oil, gas, c
Slide 5: Key Transaction Highlights
Key Transaction Highlights Background • Saipem and Subsea7 signed a Memorandum of Understanding for a full combination of their respective businesses • Cross border merger of Subsea7 into Saipem, with Subsea7 shareholders receiving 6.688 Saipem shares for each Subsea7 share, representing a pro-forma
Slide 6: Transaction Structure
Transaction Structure Key Highlights Group Structure • Siem Industries, Eni and CDP Equity committed to Shareholders’ Agreement support the Transaction and to enter into a 12% 11% 6% 71% shareholders’ agreement for the governance of the Free Float Combined Company 2 4 3 • The by-laws of the Combined
Slide 7: Transaction Rationale
Transaction Rationale Combination Major player in Major player in offshore E&C 1 Comprehensive Solutions for Clients offshore E&C Balanced SURF / Major player in SURF Conventional 2 World-class Expertise and Experience projects portfolio Well positioned in Integrated model offshore wind (onshore & o
Slide 8: Market Positioning and Capabilities
Market Positioning and Capabilities Saipem7: Compelling Offering for Customers Offshore Subsea Drilling Onshore Sustainable SURF Conventional Trunklines Floaters Wind equipment Offshore E&C Infra.1 \ \ Strong Presence Relevant Player Specialised / Minor Presence Alliance between SLB OneSubsea and Su
Slide 9: Geographic and Customer Complementarity
Geographic and Customer Complementarity Enlarging Client Base and Strengthening Geographical Presence Geographic Positioning in Offshore E&C1 Respective Customers in Offshore E&C1 Revenue (FY 2023) Saipem’s Key Customers (Offshore E&C) Middle East North America Latin America Subsea7’s Key Customers
Slide 10: Combined Financials
Combined Financials Combined (2) Backlog €33.2 B €10.1 B €43.3 B (As of 30 September 20241) Revenue €13.6 B €6.1 B €19.7 B (LTM3 as of 30 September 2024) EBITDA €1.2 B €0.9 B €2.1 B (LTM3 as of 30 September 2024) Net debt (post IFRS16) €0.1 B €0.8 B €1.3 B (4) (As of 30 September 20241) Net debt (po
Slide 11: Combined Financials by Business
Combined Financials by Business LTM(1) as of 30 September 2024 Combined(2) 27% Revenue 39% 55% 100% 4% 69% 6% 2% 1% 16% EBITDA 28% 100% 70% 83% 26% 34% Backlog 100% 3% 61% 71% 5% Offshore E&C(3) Drilling Offshore Onshore E&C 1. LTM (Last Twelve Months) figures for Subsea7 calculated using average 20
Slide 12: Expected Synergies
Expected Synergies Combination Expected to Unlock Significant Cost and Capex Synergies Estimated Synergies (Per Annum) Key Areas of Synergies Operational Expenses ≈ €250m • Optimisation of fleet utilisation Fleet • Improved geographic positioning of assets Optimisation • Mission equipment optimizati
Slide 13: Stakeholder Value Creation
Stakeholder Value Creation Opportunity to Create Significant Value for all Stakeholders Clients Employees Investors Greater scale in both equity and debt Combined Company will have scale and Additional opportunities for professional capital markets, enabling access to a capability to meet clients’ n
Slide 14: Preliminary Timeline
Preliminary Timeline Around 23-Feb-25 H2 2025 In H2 2026 Mid 2025 Merger MoU Signing & Shareholders Closing Agreement and Announcement Meeting (Merger Deed) SHA Signing • Finalisation of terms and conditions of the transaction • Confirmatory due diligence Next steps • Approval by relevant authoritie
Slide 15: Creating a Global Leader in Energy Services
Creating a Global Leader in Energy Services 1 Comprehensive Solutions for Clients • A full spectrum of offshore and onshore services, from drilling, engineering and construction to life-of-field services and decommissioning • Increased ability to optimise project schedules for clients in oil, gas, c
Slide 16: Appendix
Appendix 16
Slide 17: Further Transaction Considerations
Further Transaction Considerations • Each company to distribute up to $350m in dividends in 2025 1; Saipem and Subsea 7 will each distribute at least $300m in dividends 1,2 in Shareholder 2026; following completion of the combination, the combined entity will distribute to shareholders at least 40%
Slide 18: Construction Fleet Complementarity
Construction Fleet Complementarity Saipem Subsea7 HEAVY-LIFT SAIPEM 7000 SAIPEM 3000 JSD60001 DE HE1 SEVEN SEAWAY Saipem7 will BOREALIS STRASHNOV strengthen its RIGID REELING positioning across all SAIPEM SEVEN VEGA SEVEN OCEANS SEVEN NAVICA CONSTELLATION offshore energy segments by S-LAY SAIPEM SEV
Slide 19: Combined Operational Footprint
Combined Operational Footprint Saipem (Offshore E&C only) Subsea7 A H Arbatax (IT) Vigra (NO) B I Rumuolumeni (NG) Ingleside (US) London Luxembourg C J Guarujá (BR) Bintan (ID) D K H Dammam Star (SA) Ubu (BR) P Aberdeen E L Pointe Noire (CG) Rio das Ostras (BR) Paris Milan F M A Ambriz Petromar (AO)
Slide 20: Product Offering for the Offshore Wind
Product Offering for the Offshore Wind WTG WTG Wind Offshore Inner-array Foundations Foundations Turbine Substation Cables Jackets and Monopiles Generators Gravity Bases Project Management and Engineering Construction / Management Transport / Installation Combination of assets and competencies to op
Slide 21: == SAIPEM
21 == SAIPEM | subsed 7