Acergy and Subsea 7 Agree to Combine, to createa global leader in seabed-to-surface engineering and construction today.

Acergy and Subsea 7announced that their Boards of Directors have agreed to combine the two companies. The transaction will create a combined entity with: A market value of $5.4 billion1 and a global organisation of 12,000 people,  The capability and resources to address the worldwide growth in size and complexity of subsea projects.  Enhanced local presence in all major offshore oil and gas regions. Full spectrum of subsea services – SURF, Conventional and Life-of-Field, a high-end diversified fleet and extensive fabrication and onshore facilities. They are expeting a annual synergies of at least $100 million and they have a a backlog of $5.3 billion2 with a complementary mix by contract type and geographical region as at May 31.The combination is based on an agreed ratio between the equity value of Acergy and Subsea 7 of 54:46(Acergy:Subsea 7). The new entity, to be named Subsea 7.

Both Boards believe that the combined entity will be better able to meet the growing size and technicalcomplexity of subsea projects, driven by the demand to access ever more remote reserves in increasinglyharsh environments. The combination will create a global leader in seabed-to-surface engineering andconstruction able to provide clients a step-change in service offering. This includes engineering,procurement, installation and commissioning services for Subsea Umbilical, Riser and Flowline projects (SURF), Conventional field development and Life-of-Field services (including Inspection, Repair andMaintenance, Survey and Decommissioning).

The new entity will provide access to a high-end, well diversified fleet, comprising in aggregate 43 vesselsthat will allow more flexibility to optimise fleet schedules. It will also be able to offer clients a greater depth of project management, engineering, technical expertise and high-value technologies. The excellent strategicfit of the different strengths of each company positions the new company to deliver enhanced long-termvalue for all stakeholders.

Based on preliminary analyses, annual synergies of at least $100 million are expected to be realised withinthree years of completion from overhead and operating cost savings, more efficient supply chainmanagement and the benefits of an enlarged global fleet.