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U.S. HSR Waiting Periods Expire for Subsea 7–Saipem Merger

U.S. HSR waiting periods have expired for the proposed Subsea 7–Saipem merger, while competition reviews continue in the European Union and Australia.
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All waiting periods under the U.S. Hart-Scott-Rodino Antitrust Improvements Act expired on 31 July 2026 for the proposed merger between Subsea 7 and Saipem.

The expiration completes the waiting-period requirement under the HSR Act, allowing the transaction to proceed in the United States. The merger remains subject to regulatory reviews and other conditions in several jurisdictions.

The European Commission opened a Phase 2 investigation in late July 2026. The review is examining competition in the supply of subsea umbilicals, risers, flowlines and related installation services in the North Sea and other European offshore markets.

The Australian Competition and Consumer Commission escalated its assessment to Phase 2 in July 2026. Its review is focused on competition in the supply of subsea infrastructure off the Pilbara coast of Western Australia.

The ACCC invited industry submissions by 21 July 2026 as it assessed the position of Subsea 7 and Saipem among contractors qualified to deliver large subsea tieback projects for liquefied natural gas and offshore carbon capture developments.

The proposed combination would create an offshore engineering and construction group with combined revenues of approximately €21 billion and a backlog exceeding €43 billion.

Under the transaction terms, Subsea 7 shareholders are set to receive 6.688 new Saipem shares for each Subsea 7 share held. An extraordinary cash dividend of €450 million is also due to be paid immediately before completion.

The companies expect annual cost and capital expenditure synergies of approximately €300 million on a run-rate basis from the third year after completion.

The combined group will operate as Saipem7. Kristian Siem, designated by Siem Industries, is set to become Chairman, while Alessandro Puliti, designated by Eni and CDP Equity, is set to serve as Chief Executive Officer.

The offshore engineering and construction business will operate under the name Subsea7, a Saipem7 Company. It will be incorporated in the United Kingdom and headquartered in London.

Completion remains conditional on EU antitrust clearance, ACCC approval, Italian government authorisation under the Shareholders’ Agreement, European Commission foreign subsidies clearance, and dual-listing authorisations on Euronext Milan and Oslo Børs.

Subsea 7 and Saipem continue to target completion in the third quarter of 2026. The merger agreement will terminate automatically if the conditions are not satisfied or waived by 31 December 2026.

Editorial Note:
This article was prepared with the assistance of AI tools to enhance clarity and efficiency.
All information has been reviewed and verified by the HMT News editor.
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