Subsea 7 - Combination with Acergy

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Slaughter and May is advising Subsea 7 Inc., working as an integrated team with Wiersholm (Norwegian law), Arendt & Medernach (Luxembourg law) and Maples and Calder (Cayman Islands law), on a proposed combination with Acergy to create a global company with a market value of $5.4 billion. The combined entity will be a global leader in seabed-to-surface engineering and construction.

The combination which was announced on 21 June 2010 will be effected through a scheme of arrangement in the Cayman Islands where Subsea 7 is incorporated. Following completion, Subsea 7's shareholders will, in aggregate, hold 46% ownership in the combined entity (based on the number of shares currently in issue).

Subsea 7 is one of the world's leading subsea engineering and construction companies with a focus on the high-tech and high-value SURF and Life-of-Field markets. Acergy is a seabed-to-surface engineering and construction contractor to the offshore oil and gas industry worldwide and is listed on NASDAQ. Both companies are listed on the Oslo Børs Stock Market.

Tim Boxell (partner), Andrew Sword (associate), Beatrice Lo (associate); Tax: Steve Edge (partner), Tom Jarvis (associate); Employment: Roland Doughty (partner)

Wiersholm: Eystein Eriksrud (partner)

Arendt & Medernach: Guy Harles (partner), François Deprez (senior associate)

Maples and Calder: Kieran Walsh (partner), Colin McKie (partner)