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Fondo Strategico Italiano S.p.A. (“FSI”), company controlled by Cassa depositi e prestiti S.p.A., and Eni S.p.A. (“Eni”) signed today a sale and purchase agreement for the acquisition, by FSI, of a minority interest in Saipem S.p.A., a joint stock company with shares listed on the Italian Stock Exchange (“Saipem”).
Under the terms of the agreement, FSI will acquire from Eni 55,176,364 shares, representing approximately 12.5% of Saipem’s share capital. The purchase price will be determined as the average price of the ordinary shares of Saipem during a period including a number of days before and after the execution of the sale and purchase agreement. The agreed price shall not exceed €8.83 per share (“price cap”) and shall not be below €7.40 per share (“price floor”).
As part of the transaction, FSI and Eni also committed to subscribe, on a pro-rata basis, shares from the up to €3.5 bln Saipem’s capital increase, announced today by the Board of Directors of Saipem.
The agreement also envisages that, upon completion of the share capital increase, Saipem will refinance its intercompany debt with Eni through new bank lines.
The closing of the 12.5% acquisition of Saipem’s share capital from Eni will occur immediately prior to the beginning of the capital increase rights issue offering. The closing is conditional upon the occurrence of, inter alia: (i) obtaining a ruling from Consob stating that no mandatory tender offer is necessary; (ii) receipt of the antitrust clearance; (iii) signing by Saipem of the new debt financing; (iv) signing of a Saipem’s capital increase underwriting agreement; (v) absence of a material adverse change, including events or circumstances such to determine significant negative changes of Saipem’s financial situation, or such to have a negative impact on Saipem’s share price or such to negatively impact the transaction. The agreement will be terminated in the event the capital increase is not settled by 31 May 2016 and in the event Saipem does not reimburse Eni’s intercompany debt by 30 June 2016.
Upon completion of the aforementioned transaction and of the share capital increase, FSI will hold a 12.5% interest in Saipem. FSI’s maximum investment, assuming a purchase price equal to the price cap and the pro-rata subscription of the €3.5 bln capital increase, would be equal to approximately €929 mln.
As part of the transaction, FSI and Eni also signed a shareholders’ agreement regarding a 25% of Saipem’s share capital (each of the parties to contribute to the agreement 12.5% of the shares plus 1 share). The three year shareholders’ agreement will be effective at closing and provides, inter alia, for: (i) the submission by Eni and FSI of a single list for the appointment of Saipem’s Board of Directors renewal (provided that the Chairman and the CEO will be jointly designated by the parties) and Board of Statutory Auditors renewal; (ii) the obligations of prior consultation and, where applicable, voting commitment (also relating to Eni’s share in Saipem not included in the shareholders’ agreement) regarding all matters pertaining to the General Shareholders Meetings’ and certain matters pertaining to Board of Directors meetings; (iii) certain restrictions regarding future sales of Saipem shares held by the two shareholders. For further information on the shareholders' agreement, please refer to the abstract that will be published in accordance with Italian law.
At the closing, FSI will appoint one director in Saipem’s Board of Directors replacing a director previously appointed by Eni. All other directors will be confirmed in their positions, including the Chairman, Paolo Andrea Colombo and the CEO, Stefano Cao.
Saipem is a leading international company in the Oil & Gas sector and has a significant impacts on the Italian economy and local employment. Saipem has a strong technological know-how and a broadly recognized skill set in the sector. The company is one of the few global leaders with distinctive skills and capabilities in both the Engineering and Construction (E&C) and oil & gas Drilling activities.
The investment is consistent with FSI’s objective to make medium-long term horizon investments in Italian global leaders. The investment is expected to further strengthen FSI’s portfolio in the sector, which already includes interests in Ansaldo Energia, Valvitalia and Trevifin. Furthermore, FSI expects to promote the cooperation among its portfolio companies.
The company directly employs 7,600 workers in Italy, of which 3,200 qualified engineers. Saipem has established partnerships with the main Italian universities and research centers, among which the Milan and Turin engineering polytechnic universities. In addition to the global headquarters, Saipem has 5 engineering, production and R&D centers based in Italy.
In terms of indirect impact on the Italian employment, Saipem purchases about €1.8 bln from Italian suppliers and subcontracts about 1.7 mln working hours to Italian engineering companies, with a total estimated direct and indirect employment of approximately 22,500 employees.
In 2014 Saipem reported revenues of around €12.9 bln, employing approximately 46,500 workers worldwide.
FSI and Eni are indirectly owned by the Italian Ministry of Economy and Finance. As a consequence, according to the FSI "Related Parties Guidelines", the transaction has been approved by FSI’s Related Party Committee. Morgan Stanley provided a fairness opinion on the transaction to FSI’s Board of Directors.