Subsea 7 S.a. · OSL:SUBC
Subsea 7 — Merger or Acquisition (February 2025)
21 slides from Subsea 7's merger presentation, Feb 26, 2025
Slide 1: Proposed Combination of Saipem and Subsea7: Creating a Global Leader in Energy Services
Proposed Combination of Saipem and Subsea7Creating 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 Alessandro Puliti Chief Executive Officerof Saipem Kristian Siem Chairman of the Board of Directors of Subsea7 Elisabetta Serafin Chairman of the Board of Directors of Saipem John Evans Chief Executive Officerof Subsea7
Slide 4: Comprehensive Solutions for Clients
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, carbon capture and renewable energy World-class Exp
Slide 5: Key Transaction Highlights
Key Transaction Highlights 1. As of 30 September 2024. Background Saipem and Subsea7 signed a Memorandum of Understanding for a full combination of their respective businesses Transaction Structure Cross border merger of Subsea7 into Saipem, with Subsea7 shareholders receiving 6.688 Saipem shares fo
Slide 6: Transaction Structure
Transaction Structure Group Structure Key Highlights Siem Industries, Eni and CDP Equity committed to support the Transaction and to enter into a shareholders’ agreement for the governance of the Combined Company The by-laws of the Combined Company are expected to provide for loyalty shares (double
Slide 7: Transaction Rationale
Transaction Rationale Major player in offshore E&C Balanced SURF / Conventional portfolio Integrated model (onshore & offshore) Strong presence in Africa & Middle East Major player in offshore E&C Major player in SURF projects Well positioned in offshore wind Strong presence in Brazil, USA and Norwa
Slide 8: Saipem7: Compelling Offering for Customers
\ Saipem7: Compelling Offering for Customers Market Positioning and Capabilities 1. In relation to the Italian market. \ Strong Presence Relevant Player Specialised / Minor Presence SURF Conventional Trunklines Onshore E&C Offshore Wind Floaters Drilling Offshore Alliance between SLB OneSubsea and S
Slide 9: Enlarging Client Base and Strengthening Geographical Presence
Enlarging Client Base and Strengthening Geographical Presence Geographic and Customer Complementarity Including offshore wind. Revenue (FY 2023) Middle East North America Latin America Africa Far East North Sea Geographic Positioning in Offshore E&C1 Respective Customers in Offshore E&C1 20% - 30% >
Slide 10: Combined Financials
Combined Financials 1. Based on USD/EUR FX rate as of 30 September 2024 of 0.8981. 2. Combined numbers presented herein are calculated by aggregating the stand-alone companies and do not include expected synergies deriving from the transaction. 3. LTM (Last Twelve Months) figures for Subsea7 calcula
Slide 11: Combined Financials by Business
LTM(1) as of 30 September 2024 Combined Financials by Business 1. LTM (Last Twelve Months) figures for Subsea7 calculated using average 2023 USD/EUR FX rate of 0.9250 and average 2024 USD/EUR FX rate of 0.9246. 2. Combined numbers presented herein are calculated by aggregating the stand-alone compan
Slide 12: Combination Expected to Unlock Significant Cost and Capex Synergies
Combination Expected to Unlock Significant Cost and Capex Synergies Expected Synergies Preliminary potential synergies represent ca. 14% of combined EBITDA1 and ca. 2% of combined OpEx1 Further synergetic effects due a robust financial profile with enhanced Revenue visibility and cash flow generatio
Slide 13: Opportunity to Create Significant Value for all Stakeholders
Opportunity to Create Significant Value for all Stakeholders Stakeholder Value Creation Subject to approval by shareholders. If the proposed combination has not completed before approval of the full year 2025 results of Saipem and Subsea7. Free Cash Flow post repayment of lease liabilities. Addition
Slide 14: Preliminary Timeline
Preliminary Timeline MoU Signing & Announcement Merger Agreement and SHA Signing Shareholders Meeting Closing (Merger Deed) Next steps Finalisation of terms and conditions of the transaction Confirmatory due diligence Approval by relevant authorities Clearance by antitrust bodies 23-Feb-25 AroundMid
Slide 15: Comprehensive Solutions for Clients
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, carbon capture and renewable energy World-class Exp
Slide 16: Appendix
16 Appendix
Slide 17: Further Transaction Considerations
Further Transaction Considerations Subject to approval by shareholders. If the proposed combination has not completed before approval of the full year 2025 results of Saipem and Subsea 7. Free Cash Flow post repayment of lease liabilities. Shareholder Remuneration Each company to distribute up to $3
Slide 18: Construction Fleet Complementarity
Construction Fleet Complementarity 1. Leased vessels. Saipem7 will strengthen its positioning across all offshore energy segments by leveraging on the high complementarity of Saipem and Subsea7’s construction fleets RIGID REELING FLEXIBLE LAY HEAVY-LIFT S-LAY Saipem OFFSHORE WIND Saipem / Subsea7 st
Slide 19: Combined Operational Footprint
Combined Operational Footprint Saipem’s Corporate/ Support Offices Saipem’s Fabrication Yards Subsea7’s Main Corporate/Support Offices Subsea7’s Operational Support Yard Subsea7’s Fabrication yard N K Paris Milan Aberdeen Luxembourg London H I Houston C L B E A D G M J F O P Arbatax (IT) A Main fabr
Slide 20: Product Offering for the Offshore Wind
Product Offering for the Offshore Wind Project Managementand Engineering Construction / Management Transport / Installation OffshoreSubstation Inner-arrayCables WTGFoundations Jackets and Gravity Bases WTGFoundations Monopiles Wind TurbineGenerators Combination of assets and competencies to optimise
Slide 21: = SAIPEM
21 = SAIPEM | po subsea 7