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Subsea 7 confirms USD 7.00 per share proposal to acquire McDermott

 

Subsea 7 has the ability to quickly execute a definitive agreement

Subsea 7 made premium proposal providing substantial growth prospects, highly
visible synergies and investment grade financial profile

Luxembourg - April 23, 2018 - Subsea 7 S.A. (Oslo Børs: SUBC, ADR: SUBCY)
confirms that it made a proposal(1) to the Board of Directors of McDermott
International, Inc. ("McDermott," NYSE: MDR) on April 17, 2018 to acquire the
entire issued share capital of McDermott.

Subsea 7 proposed to acquire McDermott common stock for USD 7.00 per share,
payable entirely in cash or up to 50% in Subsea 7 stock and the balance in cash.
This proposal represents a premium of 16% to the latest closing share price of
McDermott on April 20, 2018 and a premium of 15% over the volume weighted
average share price of McDermott over the previous 20 trading days. 

Subsea 7 has an investment grade financial profile, a strong balance sheet
underpinned by a significant net cash position and the ability to execute a
transaction quickly. The letter states that Subsea 7 will consider increasing
its proposed price upon further assessment of McDermott's business through
discussions with McDermott management. Additionally, for any stock
consideration, Subsea 7 is open to discussing listing options for the shares of
the combined company. The proposal is subject to the termination of McDermott's
pending transaction with CB&I (NYSE: CBI).

On April 20, 2018, the Board of Directors of McDermott rejected Subsea 7's
proposal.  

Jean Cahuzac, Subsea 7's Chief Executive Officer, stated, "Given the attributes
of the proposed transaction and our stated ability to further enhance our
proposed terms, we encourage the McDermott Board of Directors to reconsider this
compelling opportunity to combine two complementary businesses. Our proposal
provides equity upside in a company with a robust financial position, as well as
a meaningful premium. We see significant merit in such a transaction for all
shareholders, and with our financial and legal advisors continue to be open to
discussions." 


Subsea 7 believes there would be significant benefits to all pro forma
shareholders from a combination of the businesses:  
-	Strengthened capabilities: The combined company would be better positioned to
execute offshore EPCI projects with market leading conventional and deepwater
expertise, experience and assets.
-	Growth prospects: The combined company would have greater opportunity to grow
the companies' positions in markets with strong long-term growth prospects such
as life of field services, renewables and decommissioning. 
-	Synergies: Subsea 7 believes the transaction offers highly visible economies
of scale and cost synergies, which would support improvements in profitability
and competitive positioning.
-	Financial flexibility: The combination would maintain a strong balance sheet
with an investment grade profile, significant liquidity and a robust order
backlog.

Subsea 7's proposed transaction would not be subject to any financing conditions
or Subsea 7 shareholder approval. It would be subject to regulatory and other
customary closing conditions. 

The letter sent to the McDermott Board of Directors is attached to this press
release.

A conference call and simultaneous webcast for the investment community will be
held on April 23, 2018 at 09:00 ET / 14:00 UK time. 
Dial in detail: US (toll free) 1-877-883-0383 / international +1-412-902-6506 
Entry pin code: 4420892
A presentation and webcast details will be made available on the Subsea 7
website, before the call commences: http://www.subsea7.com.
 
(1)	This is not intended to, and does not, constitute or form part of (i) any
offer or invitation to purchase or otherwise acquire, subscribe for, tender,
exchange, sell or otherwise dispose of any securities, (ii) the solicitation of
an offer or invitation to purchase or otherwise acquire, subscribe for, sell or
otherwise dispose of any securities or (iii) the solicitation of any vote or
approval in any jurisdiction pursuant to this release  or otherwise, nor will
there be any acquisition or disposition of the securities referred to in this
release  in any jurisdiction in contravention of applicable law or regulation.
No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended and other
applicable laws.

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Subsea 7 S.A. is a leading global contractor in seabed-to-surface engineering,
construction and services to the offshore energy industry. We provide technical
solutions to enable the delivery of complex projects in all water depths and
challenging environments.
Subsea 7 is listed on the Oslo Bors (SUBC), ISIN LU0075646355.
*******************************************************************************

Contact for investment community enquiries:
Isabel Green
Investor Relations Director
Tel +44 20 8210 5568	
isabel.green@subsea7.com
www.subsea7.com	


Contact for media enquiries:
Abernathy MacGregor
Sydney Isaacs
Tel +1 713 343 0427
sri@abmac.com 
Jim Lucas
Tel +1 213 630 6550
jbl@abmac.com
 

 View PDF attachment for full release

SUBC Proposal MDR 23042018 F.pdf

Proposal letter Final 18042018.pdf