July 12, 2021

Subsea 7 S.A. announced an agreement to combine its Renewables business unit with OHT ASA, subject to the customary approvals, conditions and relevant employee consultations. The combined company will be renamed Seaway 7 ASA.
The transaction will create:
• A listed, pure-play renewables company, headquartered in Oslo and focused on offshore fixed wind
• A single supplier providing an enhanced range of standalone, integrated or EPCI(2) offerings encompassing installation of wind turbines, foundations, offshore substations, submarine cables and heavy transport
• A key player in the industry, employing around 600 people, with an active fleet of ten vessels and two further high-specification vessels under construction
• A global organisation with a track record of more than ten years and relationships with the majority of developers in the sector
• A high-end, differentiated fleet with enabling capabilities and scale, allowing efficient worldwide operations, while providing vessel flexibility and optionality to clients
• Increased exposure to the high-growth offshore wind market, with the timely and cost-efficient addition of two best-in-class foundation and turbine installation vessels in 2022 and 2023
Combination structure and terms
• The combined company will be named Seaway 7 ASA and will retain OHT’s listing on the Euronext Growth market.
• Subsea 7 will own 72% and OHT’s shareholders 28% of Seaway 7 ASA.
• Completion of the combination is subject to approval by the shareholders of OHT at an extraordinary general meeting.
• The Board of Directors of OHT has agreed to recommend the transaction to its shareholders. Songa Corp and Lotus Marine AS, with stakes of 51.1% and 25.6% respectively, have agreed to approve the transaction. Approval by Subsea 7’s shareholders is not required.
• The Board of Seaway 7 ASA will comprise four directors nominated by Subsea 7 and one nominated by OHT’s largest shareholder, Songa Corp. It will be chaired by Rune Magnus Lundetræ.
• Seaway 7 ASA will be managed by a highly experienced executive team led by Stuart Fitzgerald as Chief Executive Officer. Torgeir Ramstad and Steph McNeill will also hold executive roles.
• As majority shareholder, Subsea 7 will consolidate Seaway 7 ASA in its financial statements and the entity will benefit from financial, operational, administrative and strategic support from the Subsea 7 Group.
• It is anticipated that the transaction will be accretive to Subsea 7’s earnings from 2024 after delivery of the two newbuild vessels.
• The Works Council representing the employees of Seaway Heavy Lifting in the Netherlands will be consulted on this transaction in compliance with Dutch law.
• Transaction completion is anticipated by the end of the third quarter of 2021, subject to approval by OHT’s shareholders, regulatory approvals and other customary completion conditions.
Drawing on an expanded and diversified asset base, Seaway 7 ASA will offer a full range of specialist standalone transport and installation (T&I) services, as well as integrated T&I and EPCI solutions that combine the installation of turbines, foundations, substations and cables. The addition of heavy transportation capabilities provides further value chain integration opportunities as well as mitigating risks associated with delivery schedule management.
(Source: Subsea 7)