Saipem, Subsea7 Clear Key US Regulatory Merger Hurdle

Saipem, Subsea7 Clear Key US Regulatory Merger Hurdle

Saipem's Castorone vessel (Credit: Saipem)

Saipem and Subsea7 have cleared a key U.S. regulatory hurdle for their planned merger after the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 expired, allowing the transaction to close in the United States once all remaining conditions are met.

The companies said all applicable waiting periods under the U.S. antitrust law have expired, while noting that the proposed merger remains subject to certain regulatory approvals outside the United States.

The merger was agreed under a binding agreement signed in July 2025, following a memorandum of understanding announced earlier that year. Completion is anticipated in the second half of 2026, subject to the remaining approvals.

Once completed, the combined company will operate under the name Saipem7. According to the companies' earlier plans, it will have a combined backlog exceeding $50 billion, annual revenue of approximately $24.6 billion, EBITDA of more than $2.3 billion and free cash flow exceeding $930 million.

The transaction will be implemented through an EU cross-border statutory merger, with Subsea7 being absorbed into Saipem. The combined company will remain incorporated and headquartered in Milan, with shares listed in Milan and Oslo.

Under the planned structure, Saipem7 will operate through four business divisions: Offshore Engineering & Construction, Onshore Engineering & Construction, Sustainable Infrastructures, and Drilling Offshore. The Offshore Engineering & Construction business will operate through a wholly owned company named Subsea7, headquartered in London, combining all of Subsea7's businesses with Saipem's asset-based services activities, including offshore wind.

Assuming all Subsea7 shareholders participate in the transaction, existing shareholders of Saipem and Subsea7 are expected to each own 50% of Saipem7's share capital following completion.