Subsea 7 shareholders approve Saipem merger, significant dividend payments

Subsea 7 S.A. announced that all resolutions were approved at its extraordinary general meeting on 25 September 2025, including the proposed combination with Saipem S.p.A. The merger involves an exchange ratio of 6.688 Saipem ordinary shares for each Subsea 7 share. Dissenting shareholders have the right to receive cash compensation of NOK 135.51 per eligible share. This cross-border merger has been supported by reports from Ernst & Young and EY S.p.A., confirming the fairness of the exchange ratio and valuation methods.

Shareholders also approved two dividend payments. The first is a €450m dividend, conditional on the merger's completion and payable immediately before the merger effective date. The second is a special dividend of €105m, related to a permitted business divestment and expected after the relevant transaction closes or immediately before the merger effective date.

All resolutions passed with substantial majorities. The merger approval received 222,461,169 votes for. The €450m dividend was approved with 224,711,924 votes for. The €105m special dividend also passed with 224,711,925 votes for.