Acergy S.A. and Subsea 7 Inc. announced today that the combination between the parties is expected to be completed on January 7, 2011.
In light of this, the following is announced:
After completion the new company will be known as Subsea 7 S.A. and the restated Articles of Incorporation approved by Acergy's shareholders on November 9, 2010 and the appointment of the new Board of Directors of Subsea 7 S.A. will become effective.
The completion of the combination is expected to take place following the closing of the Oslo Børs on Friday January 7, 2011. As a result, the first day of trading in Subsea 7 S.A. shares will be Monday January 10, 2011. Consequently, Friday January 7, 2011 will be the last day that the Subsea 7 Inc. shares will trade. Following the closing of the Oslo Børs on Friday January 7, 2011 the shares of Subsea 7 Inc. will be delisted and will cease to trade on Oslo Børs.
Each Subsea 7 Inc. shareholder will receive Subsea 7 S.A. shares based on their shareholdings registered at the Norwegian Central Securities Depository (VPS) on January 7, 2011, that is, reflecting trading undertaken on January 4, 2011 with settlement on a T+3 basis. Investors purchasing shares in Subsea 7 Inc. on or after January 5, 2011 will receive settlement in shares of Subsea 7 S.A. Likewise, investors purchasing Acergy's American Depositary Shares ("ADSs") on the NASDAQ Global Select Market on or after January 5, 2011 will receive settlement in ADSs of the same Company which will have the name of Subsea 7 S.A.
One share in Subsea 7 Inc. entitles the shareholder to 1.065 Subsea 7 S.A. shares. Fractions of shares will not be issued. Fractional shares will be aggregated into whole shares and sold in the market. The net cash proceeds, i.e. the selling price after deduction of costs in connection with the transaction, will be distributed proportionally among those shareholders entitled to fractions.
Subsea 7 S.A. shares will be delivered to Subsea 7 Inc. shareholders via the VPS on January 12, 2011 and will be available in investors' accounts on January 13, 2011. Any relevant cash proceeds for fractions of shares are expected to be paid in January 2011.
The completion of the combination may trigger filing obligations in accordance with the Luxembourg Transparency Law and the US Securities Exchange Act of 1934 by Subsea 7 S.A. shareholders who individually or as a group, beneficially own 5% or more of the shares of Subsea 7 S.A. or who reach or exceed other legal thresholds as a result of the combination. These filing obligations will also require existing shareholders who fall below such thresholds or experience a material change in their existing holdings (which could include a change of as little as 1%) as a result of the combination to promptly amend these filings to update beneficial ownership information. Subsea 7 S.A. will notify shareholders holding 5% or more of the company's shares according to information available in the VPS on January 10, 2011. Holders of Subsea 7 S.A. shares are advised to consult their own legal counsel for a detailed description of the regulations related to such filing obligations.
Following completion, the ticker symbol for Subsea 7 S.A.'s ADSs on the NASDAQ Global Select Market will change to SUBC. The ISIN code for Subsea 7 S.A.'s ADSs will change to US8643231009. The CUSIP for Subsea 7 S.A.'s ADSs will change to 864323100.
Following completion, the ticker symbol for Subsea 7 S.A.'s shares on Oslo Børs will change to SUBC. The ISIN code for the Issuer's shares on Oslo Børs will remain LU0075646355.
Further announcements are expected to be published on January 7, 2011 confirming the completion of the combination and on January 10, 2011 confirming the first day of trading of Subsea 7 S.A.'s shares and ADSs and other matters.