Thursday September 25st, Saipem e subsea7 will gather the shareholders in an extraordinary meeting to approve the merger plan, which will give rise to Saipem7, a giant with an order book ofto 20 billion euros. Behind the surface of the operation, from preparatory documents Key details and decisive conditions are emerging that will determine whether the project can actually get off the ground.
Meanwhile a Business Square, the actions Saipem opened up 2,29% and, after a slight correction, settled at +1,98%, confirming its position among the strongest stocks in the Fste Mib thanks to the prospects linked to the merger and the solidity of its activities in the energy and infrastructure sectors.
Saipem-Subsea7: Extraordinary shareholders' meetings on September 25th for the merger.
The extraordinary meetings of the two groups will be crucial: the Subsea7 shareholders will have to approve the joint merger project with the required majorities, while Saipem shareholders will have to give the green light to both the joint merger plan and the post-merger Articles of Association, respecting the so-called Quorum WhitewashThis technical mechanism serves to exclude related shareholders from the calculation of majorities, ensuring that the decision is made by independent shareholders and avoiding any conflicts of interest. But let's look at all the condizioni which will determine whether the project will be successful.
The double listing: Milan and Oslo
One of the central elements of the merger concerns the quotation of the new company both Milan both Oslo, through the Euronext Securities Oslo system. Trading on both financial markets is not a mere formality: it is a condition precedent for the operation to be effective. This guarantees Norwegian shareholders continuity in the domestic market and makes local authorities' approval essential for the transaction to be successful. closing, foreseen in the second half of the 2026.
Antitrust and limits on withdrawals
Another delicate point concerns theAntitrust. If the authorities impose disposals exceeding 500 million of euros to protect competition, the parties could abandon the merger. Likewise, Saipem will have to comply with the same spending cap for shareholder withdrawals: it cannot spend more than €500 million to pay off those who refuse to participate in the transaction.
Anyone who decides to exercise their right of withdrawal will be required to freeze their shares until closing, preventing them from being sold on the market. However, the blocked shares may be placed with qualified investors, repurchased by Subsea7, and cancelled, thus avoiding capital imbalances and protecting the future company's stability.
Exchange ratio, capital increase and governance
On the financial front, the exchange ratio is set at 6,688 Saipem shares for each Subsea7 share, with no cash compensation.capital increase The divisible share capital could reach up to 1,995 billion new shares, with a capital allocation of 0,251383935 euros per share. The cancellation of approximately 1,2 million Subsea7 treasury shares is also expected. The position of the shareholders will also be crucial. creditorsThe deadline for Subsea23's creditors to file objections expires on October 7, and that for Saipem's creditors on November 30, both of which are essential steps to complete the merger smoothly.
Finally, the new statute will introduce the vote increased, with dual rights after 36 months of holding and registration in a special list. This measure is designed to strengthen the role of the most established shareholders and ensure that the new company's strategic decisions are consistent over the long term.
Only if all these conditions are met can the merger become effective, after Subsea7 has distributed a extraordinary dividend of up to 450 million euros to its shareholders. If successful, the merger will create a company with estimated revenues of around €21 billion, EBITDA of over €2 billion, free cash flow of over €800 million, and an order book of €43 billion.
