Acergy S.A. And Subsea 7 Combination
Acergy S.A. and Subsea 7 Inc. have announced that the combination between the parties is expected to be completed on 7 January 2011. 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. 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.