Fondo Strategico Italiano (FSI) announced the acquisition of a 12.5% stake in the shareholders’ capital of Italian oil service company Saipem (download here the press release), after rumors had been spreading around since last December (see here a previous post by BeBeez). Saipem is now controlled by Italian oil and gas group Eni, both listed on the Italian Stock Exchange.
More in detail, 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 euros per share and shall not be below 7.40 euros per share.
As part of the transaction, FSI and Eni also committed to subscribe, on a pro-rata basis, shares from the up to 3.5 billion euros Saipem’s capital increase, announced on October 27th 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. Upon completion of the transaction and of the share capital increase, FSI will hold a 12.5% interest plus one share in Saipem. FSI’s maximum investment, assuming a purchase price equal to the maximum price and the pro-rata subscription of the capital increase, would be equal to approximately 929 million euros.
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 one share.