Il Italian Strategic Fund, a company controlled by Cassa Depositi e Prestiti (in turn controlled by the Treasury), yesterday signed a contract with Eni to enter the capital of its subsidiary Saipem with about 12,5% of the share capital (55.176.364 shares). The price will be inclusive between 8,83 and 7,40 euros per share. FSI has also undertaken, together with Eni, to subscribe, pro-quota, to the newly issued Saipem shares with the capital increase of up to 3,5 billion euros proposed yesterday by the Board of Directors of the company plant engineering. The agreement also provides that, following the completion of the capital increase, Saipem will refinance its debt to Eni with bank credit lines, thus becoming financially independent from the latter.
Furthermore, yesterday the Board of Saipem approved the accounts for the nine months, which record a net loss of 866 million euros (from a profit of 212 million in 2014), an EBIT of -640 million (affected by write-downs) and the acquisition of new orders for 5,357 billion (from 15 billion in the same period of 'Last year). With regard to the third quarter only, revenues fell by 12,5% to 3,072 billion while the operating result was stable at 150 million and the net result rose by 28,9%, to 54 million. As at 30th September the net debt was equal to 5,736 billion (from 5,53 billion as at 30th June). “The third quarter results are in line with the equivalent period of last year despite the deeply deteriorated market scenario – commented the CEO of Saipem, Stephen Cao – The result was achieved thanks to the improvement of the onshore E&C segment, which returned to breakeven, as well as the relative stability of the drilling business. Encouraging results that allow us to confirm the guidance already communicated". Yesterday the share on the Saipem Stock Exchange it closed in the red by 3,39%, at 7,99 euros.
As for the transfer of the shares from Eni to the FSI, "it will take place immediately before the start of the option offer of thecapital increase of Saipem - reads the note -, subject to the fulfillment of certain conditions precedent, including: (i) obtaining a reasoned provision from Consob, which shows that there is no obligation to promote a total takeover bid on Saipem shares; (ii) positive outcome of the antitrust procedure; (iii) subscription by Saipem of debt refinancing agreements; (iv) signing of an underwriting agreement for the capital increase of Saipem; (v) non-occurrence of a material negative event, which includes events or circumstances such as to determine significant negative changes in the financial and equity situation of Saipem or of the Saipem Group as a whole, or which negatively affects the value of the shares or the successful outcome of the 'operation. The agreement will instead be terminated in the event of failure to settle Saipem's capital increase by May 31, 2016 and failure to repay the Saipem Group's debt to the Eni Group by June 30, 2016″.
At the same time as the sales contract, "Fsi and Eni have signed a shareholders' agreement concerning a total amount of just over 25% of Saipem's share capital (each party will contribute 12,5% plus one share). The agreement, effective from the Closing date and with a three-year duration, provides for, among other things: the presentation by FSI and Eni, on the occasion of the forthcoming renewal of Saipem's corporate bodies, of a single list for the appointment of the Board of Directors (in which the Chairman and the Chief Executive Officer will be appointed jointly by the parties) and of the Board of Statutory Auditors; (ii) prior consultation obligations and, where permitted, voting commitments (also in relation to Saipem shares not included in the shareholders' agreement), with regard to all shareholders' resolutions and certain resolutions of the Board of Directors; (iii) certain restrictions on the circulation regime of the Saipem shares held by the two companies. For further information on the shareholders' agreement, please refer to the extract which will be published within the terms and in accordance with the law. As for the composition of the current Saipem Board of Directors, at the Closing a director appointed by FSI will be co-opted to replace a director appointed by Eni, while all the other directors, including the Chairman -Paolo Andrea Colombo- and the Chief Executive Officer - Stefano Cao-, will be confirmed in their positions”.
Saipem employs directly 7.600 employees in Italy, of which 3.200 are specialized engineers, and has stable collaborations with the main Italian universities and research institutes, including the Milan and Turin Polytechnics. In addition to the main office, there are also 5 of the company's engineering, production and research and development centers in the country. In terms of indirect impacts on employment in the country, Saipem performs about 1,8 billion of purchases from Italian suppliers and subcontracts to Italian engineering companies approx 1,7 million hours of work, with an estimated employment impact of approx 22.500 employees. In 2014, Saipem had revenues of approximately €12,9 billion, employing approximately 46.500 people globally.
