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Saipemís Incorporation with Saipem Energy Services

Source: 6/16/2011, Location: Europe

The Board of Directors of Saipem S.p.A. approved the incorporation of Saipem Energy Services S.p.A. into Saipem S.p.A.

Saipem Energy Services offers engineering and project management services in addition to FPSO (Floating, Production Storage and Offloading) business management services. The mergerís purpose is to rationalise the holding structure of Saipemís Italian Group Companies, through the integration of Saipem Energy Servicesí offshore competencies into Saipemís Engineering and Construction Business Unit, maximizing all possible industrial synergies and providing financial and operational benefits.

Saipem S.p.A. holds 100% of the share capital of the company to be merged, which allows for the application of the streamlined merger procedure provided for by art. 2505 of the Italian Civil Code and By-laws of both companies, in accordance with which the merger is to be approved by the companiesí respective Boards of Directors.

The issue of the information document provided for by art. 70, paragraph 4, of Consob Issuersí Regulation is not required, as this merger does not exceed the significance parameter and involves the listed Issuer and a fully owned subsidiary company. The merger is also excluded from the application of the ďTransaction with Related PartiesĒ procedure.

For the purposes of this merger, the reference financial positions for both companies are their Financial Statements at December 31, 2010, approved by their respective Shareholdersí Meetings. From a legal, accounting and fiscal standpoint, the merger will be effective from January 1, 2012.
Since Saipem is the sole shareholder of the company to be merged, no financial evaluation was required to determine its share exchange ratio, and no Saipem shares will be allocated. The merger will have no effect on the balance sheet or the financial position of the Groupís Consolidated Financial Statements.

The merger will not generate gains, or distribution thereof, and will therefore have no fiscal impact for either Saipem S.p.A. or the company to be merged. Furthermore, it will have no impact on Saipemís shareholding structure or corporate purpose, since they already include those of the company to be merged.

The merger is expected to be finalised by November 2011, on the day the last document provided for by art. 2504 of the Italian Civil Code is lodged with the Register of Companiesí.

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Related Categories: Accounting, Statistics  Acquisitions and Divestitures  Asset Portfolio Management  Economics/Financial Analysis  General  Industrial Development  Insurance  Investment  Mergers and Acquisitions  Risk Management 

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