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TAR - Completion of Subsea 7 S.A.'s voluntary exchange offer to acquire all shares in Seaway 7 ASA and announcement of intended compulsory acquisition of remaining Seaway 7 ASA shares

Company: Seaway 7 ASA Date: 2023-04-25 Language: English Register to download

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 Completion of Subsea 7 S.A.'s voluntary exchange offer to acquire all shares in Seaway 7 ASA and announcement of intended compulsory acquisition of remaining Seaway 7 ASA shares

# Completion of Subsea 7 S.A.'s voluntary exchange offer to acquire all shares in Seaway 7 ASA and announcement of intended compulsory acquisition of remaining Seaway 7 ASA shares

Luxembourg – 25 April 2023 – Subsea 7 S.A. (Oslo Børs: SUBC, ADR: SUBCY) refers to the stock exchange release dated 19 April 2023 in which Subsea 7 S.A. (the "Offeror" or "Subsea7") announced the final results of the voluntary exchange offer (the "Offer") to acquire the remaining outstanding shares in Seaway 7 ASA ("Seaway7") in accordance with a 1 to 22 exchange ratio, i.e. 1 new Subsea7 share for every 22 Seaway7 shares, rounded down to the nearest whole Subsea7 share.  

  

The Offeror hereby announces that settlement of the Offer has been made in accordance with section 3.3.6 of the offer document dated 13 March 2023 prepared by Subsea7 in connection with the Offer.  

  

Seaway7 shareholders that have accepted the Offer will receive the fractional cash consideration and consideration shares on their respective bank and VPS accounts during the course of today.  

  

The Offeror intends to conduct a compulsory acquisition of the remaining shares in Seaway7 at a redemption price of NOK 6.15, as soon as practically possible. A separate announcement will be issued when the compulsory acquisition has been finally resolved in accordance with section 4-25 of the Norwegian Public Limited Liability Companies Act. To allow remaining shareholders the possibility to receive faster cash settlement, Subsea7 has placed an order with Fearnley Securities AS to buy Seaway7 shares in the market until the end of trading on 26 April 2023 at a price equal to the redemption price, NOK 6.15. Seaway7 shareholders who wish to sell shares at such price should contact their broker. Trades will be settled in accordance with the standard Euronext settlement cycle.  

  

Fearnley Securities AS is acting as receiving agent and Advokatfirmaet Wiersholm AS is acting as legal advisor to Subsea7.  

  

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Subsea7 is a global leader in the delivery of offshore projects and services for the evolving energy industry. We create sustainable value by being the industry’s partner and employer of choice in delivering the efficient offshore solutions the world needs.  

  

Subsea7 is listed on the Oslo Børs (SUBC), ISIN LU0075646355, LEI 222100AIF0CBCY80AH62.  

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Contact for investment community enquiries:  

Katherine Tonks  

Investor Relations Director  

Tel +44 20 8210 5568  

ir@subsea7.com  

  

Forward-Looking Statements: This announcement may contain ‘forward-looking statements’ (within the meaning of the safe harbour provisions of the U.S. Private Securities Litigation Reform Act of 1995). These statements relate to our current expectations, beliefs, intentions, assumptions or strategies regarding the future and are subject to known and unknown risks that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements may be identified by the use of words such as ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘future’, ‘goal’, ‘intend’, ‘likely’ ‘may’, ‘plan’, ‘project’, ‘seek’, ‘should’, ‘strategy’ ‘will’, and similar expressions. The principal risks which could affect future operations of the Group are described in the ‘Risk Management’ section of the Group’s Annual Report and Consolidated Financial Statements. Factors that may cause actual and future results and trends to differ materially from our forward-looking statements include (but are not limited to): (i) our ability to deliver fixed price projects in accordance with client expectations and within the parameters of our bids, and to avoid cost overruns; (ii) our ability to collect receivables, negotiate variation orders and collect the related revenue; (iii) our ability to recover costs on significant projects; (iv) capital expenditure by oil and gas companies, which is affected by fluctuations in the price of, and demand for, crude oil and natural gas; (v) unanticipated delays or cancellation of projects included in our backlog; (vi) competition and price fluctuations in the markets and businesses in which we operate; (vii) the loss of, or deterioration in our relationship with, any significant clients; (viii) the outcome of legal proceedings or governmental inquiries; (ix) uncertainties inherent in operating internationally, including economic, political and social instability, boycotts or embargoes, labour unrest, changes in foreign governmental regulations, corruption and currency fluctuations; (x) the effects of a pandemic or epidemic or a natural disaster; (xi) liability to third parties for the failure of our joint venture partners to fulfil their obligations; (xii) changes in, or our failure to comply with, applicable laws and regulations (including regulatory measures addressing climate change); (xiii) operating hazards, including spills, environmental damage, personal or property damage and business interruptions caused by adverse weather; (xiv) equipment or mechanical failures, which could increase costs, impair revenue and result in penalties for failure to meet project completion requirements; (xv) the timely delivery of vessels on order and the timely completion of ship conversion programmes; (xvi) our ability to keep pace with technological changes and the impact of potential information technology, cyber security or data security breaches; and (xvii) the effectiveness of our disclosure controls and procedures and internal control over financial reporting. Many of these factors are beyond our ability to control or predict. Given these uncertainties, you should not place undue reliance on the forward-looking statements. Each forward-looking statement speaks only as of the date of this announcement. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  

  

This information is subject to the disclosure requirements pursuant to Section 5-12 in the Norwegian Securities Trading Act.