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  • Acergy and Subsea 7 agree to combine creating a global leader in seabed-to-surface engineering and construction
    édité le 22/06/2010 - Plus de news de "Subsea 7" - Voir la fiche entreprise de "Subsea 7"

Acergy and Subsea 7 agree to combine creating a global leader in seabed-to-surface engineering and construction
Acergy S.A. and Subsea 7 Inc. announced that their Boards of Directors have agreed to combine the two companies. The transaction will create a combined entity with:
- A market value of $5.4 billion1 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 gas regions
- The full spectrum of subsea services – SURF, Conventional and Life-of-Field, a high-end diversified fleet and extensive fabrication and onshore facilities
- Expected annual synergies of at least $100 million
- A backlog of $5.3 billion2 with a complementary mix by contract type and geographical region as at May 31, 2010

Combination structure and terms:
- combination is based on an agreed ratio between the equity value of Acergy and Subsea 7 of 54:46 (Acergy:Subsea 7)
- Subsea 7’s shareholders to receive 1.065 Acergy common shares for every Subsea 7 common share
- The Board will have a majority of independent directors and be chaired by Subsea 7’s current Chairman, Kristian Siem
- The new entity, to be named Subsea 7, will be led by a highly experienced executive management team comprising: Chief Executive Officer, Jean Cahuzac; Chief Operating Officer, John Evans; and Chief Financial Officer, Simon Crowe
- Completion is anticipated towards the end of this year or the first quarter of 2011, subject to shareholder approval, regulatory approvals and other customary completion conditions
- The Board of Directors of both companies have unanimously agreed to recommend the combination to their respective shareholders

Transaction background

Both Boards believe that the combined entity will be better able to meet the growing size and technical complexity of subsea projects, driven by the demand to access ever more remote reserves in increasingly harsh environments. The combination will create a global leader in seabed-to-surface engineering and construction able to provide clients a step-change in service offering. This includes engineering, procurement, installation and commissioning services for Subsea Umbilical, Riser and Flowline projects (SURF), Conventional field development and Life-of-Field services (including Inspection, Repair and
Maintenance, Survey and Decommissioning).

The new entity will provide access to a high-end, well diversified fleet, comprising in aggregate 43 vessels that will allow more flexibility to optimise fleet schedules. It will also be able to offer clients a greater depth of project management, engineering, technical expertise and high-value technologies. The excellent strategic fit of the different strengths of each company positions the new company to deliver enhanced long-term value for all stakeholders.

Based on preliminary analyses, annual synergies of at least $100 million are expected to be realised within three years of completion from overhead and operating cost savings, more efficient supply chain management and the benefits of an enlarged global fleet.

Based upon closing prices for each company's ordinary shares as of June 18, 2010, the market capitalisation of the combined entity is approximately $5.4 billion. The combination of the two current businesses is expected to result in a company with a combined backlog of $5.3 billion as at May 31, 2010, a global organisation of 12,000 people and an enhanced local presence in all major offshore oil and gas regions.

The combined entity will have a nine member Board and comprise a majority of independent directors. Acergy and Subsea 7 will initially each nominate four Directors to the new Board. Kristian Siem, currently Subsea 7's Chairman, will serve as Chairman of the Board of Directors and Sir Peter Mason, KBE, currently Chairman of Acergy, will be the Senior Independent Director. Subsea 7's current CEO Mel Fitzgerald will be a Director of the combined entity. The ninth member of the Board will be selected by the Chairman of Subsea 7 and Chairman of Acergy, and appointed to the Board upon completion.

The new entity, to be named Subsea 7, will be led by a highly experienced Executive Management team comprising: Chief Executive Officer and Director, Jean Cahuzac; Chief Operating Officer, John Evans; and Chief Financial Officer, Simon Crowe. It will trade on the NASDAQ Global Select Market and the Oslo Stock Exchange.

Commenting on the agreement, Subsea 7 Chairman, Kristian Siem said "The combination is an excellent strategic fit, with industry fundamentals strongly supporting the logic of the combination. The size of the combined company will be in harmony with the size of the projects we perform for our clients. It also aligns perfectly with our strategy of providing high-quality subsea engineering and construction services for our clients whilst providing increased value for all our shareholders. The combined entity will be well positioned to take advantage of future growth opportunities in the subsea market globally."

Acergy Chairman, Sir Peter Mason KBE said "This combination is an exciting opportunity for our shareholders, our clients and our people. The combined entity will have a stronger balance sheet, enabling efficiencies of scale and capital deployment. The enhanced operational capability will produce significant benefits for our clients and provide substantial growth opportunities for our people, which is expected in turn to deliver greater value creation for our shareholders."

Origine : Communiqué Subsea 7

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