Acergy S.A. and Subsea 7 Inc. today 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 billion(1) 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 billion (2) with a complementary mix by contract type and geographical region as at May 31, 2010
Combination structure and terms
• The 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
1. Based on Acergy share price of NOK 100.60 as at June 18, 2010, the last trading day prior to this announcement, 184,120,327 outstanding Acergy common shares and 156,843,242 new Acergy common shares, and a NOK-USD exchange rate of 6.3543.
2. As at May 31, 2010 - combined backlog of $5.3 billion, comprised of $2.7 billion for Acergy (including share of Sapura Acergy) and $2.6 billion for Subsea 7.
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."
Value creation for clients and employees
The combination will create a global leader in seabed-to-surface engineering and construction with a presence in all major offshore oil and gas regions and the ability to deliver the next generation of complex subsea projects. The combined entity is expected to deliver a step-change in service provision for existing and new clients.
In addition, the combination will bring together two existing high quality workforces to create a single best-inclass team with a common culture and values. Both Acergy's and Subsea 7's existing management teams believe that employees will benefit from great opportunities within the combined entity.
Commenting on the combination, Acergy's Chief Executive Officer, Jean Cahuzac said "This combination will create a global leader in seabed-to-surface engineering and construction that can secure and deliver offshore projects of the size and complexity that will emerge in the coming decade. The success of this combination is underpinned by the shared values we each have in safety and excellence; and a desire to achieve our common objective of creating a leader in the seabed-to-surface engineering and construction industry."
Subsea 7's Chief Executive Officer, Mel Fitzgerald said "The combination with Acergy is an excellent strategic fit for both companies, their people and clients. We believe that the combination of Acergy's and Subsea 7's people along with a diverse and highly complementary fleet, will provide a great vehicle for creation of additional client and shareholder value. This coming together is a tremendous opportunity for personal and professional development for Subsea 7 and Acergy employees."
Terms and timetable
The combination will be effected through a scheme of arrangement in the Cayman Islands where Subsea 7 is incorporated, under which Subsea 7 shareholders will receive new shares in Acergy. The Boards of Directors of Acergy and Subsea 7 have agreed an exchange ratio whereby each Subsea 7 shareholder will receive 1.065 Acergy shares for every Subsea 7 share it owns. As a result, Acergy will issue approximately 156.8 million new common shares to Subsea 7's shareholders. Following completion, Subsea 7's shareholders will, in aggregate, hold 46% ownership in the new company based on the number of shares currently outstanding. The issue of new Acergy common shares will be extended to any new Subsea 7 shares that are issued upon conversion or exercise of options and / or bonds prior to closing.
Siem Industries Inc. has entered into a Relationship Agreement with Subsea 7 and Acergy which commits Siem Industries Inc., representing approximately 20% 3 of the combined entity's outstanding common shares,to vote irrevocably in favour of the resolutions to approve the combination, except in certain limited circumstances (including an alternative proposal for Subsea 7 or Acergy). The Relationship Agreement also restricts Siem Industries Inc. from increasing its shareholding such that it would be above 24.9% in the combined entity for a thirty month period from the date of the agreement, except in certain circumstances, and from selling more than 20% of its shares in the six month period following completion. Siem Industries Inc. will have the right to appoint two directors if its holding is greater than 80% of its post completion voting interest of the combined entity and one director if its holding is at least 10% of the total voting interest in the combined entity.
Subsea 7 holds 1,094,004 common shares and ADRs in Acergy, representing 0.6% of the current number of outstanding common shares in Acergy (excluding treasury shares). These shares will become treasury shares following completion of the combination and the number of shares outstanding of the combined entity after the transaction will be approximately 339.9 million shares.
The terms of the combination provide for the payment by Acergy or Subsea 7 of a $50 million termination fee to the other if Acergy or Subsea 7 terminates the combination agreement to accept a superior proposal or in certain other circumstances.
Completion is anticipated towards the end of this year or the first quarter of 2011. The combination is subject to Acergy and Subsea 7 shareholder approvals, regulatory approvals and certain other customary closing conditions.
Citi, Deutsche Bank and DnB NOR Markets are acting as financial advisers to Subsea 7. Rothschild is acting as financial adviser to Acergy 3 Based on a holding of 65,247,545 shares in Subsea 7 as at May 18, 2010.
Combination presentation details
A joint presentation on the proposed combination followed by a Q&A will be hosted by Subsea 7's Chairman, Kristian Siem, Acergy's Chairman, Sir Peter Mason KBE, Acergy's CEO, Jean Cahuzac, and Subsea 7's CEO, Mel Fitzgerald at 15.00 CET (14.00 UK time) today, June 21, 2010.
The conference call details for this presentation are below. Lines will open 30 minutes prior to the call. Attendees are advised to call 10-15 minutes before the start to ensure registration and access.