- Report of Foreign Issuer (6-K)

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C.  20549

 

______________________

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

 

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

 

For the month of December, 2010

 

Commission File Number: 000-21742

 

                        Acergy S.A.                      

(Translation of registrant’s name into English)

 

200 Hammersmith Road

London, W6 7DL

England

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F  x

Form 40-F   o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   __

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   __

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

   

Yes  o

No   x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  82-________

 

 

 

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Attached herewith as Exhibit 99.1 is a press release, dated December 22, 2010, whereby Acergy S.A. (the “Company”) announced that on September 23, 2010 the Company and Subsea 7 Inc. submitted a notification to the UK Office of Fair Trading (“OFT”) regarding the proposed merger of the parties.

The OFT announced on December 21, 2010 that it is considering undertakings from the parties in lieu of referring the proposed merger to the UK Competition Commission. The OFT is considering the following undertakings offered by the parties: the divestiture of one pipelay vessel and potentially one diving vessel.

The OFT’s announcement follows prior unconditional clearances received from the relevant authorities in the US, Norway and Australia.

The parties have yet to review the details of today's decision by the OFT and will issue a further statement in due course. The parties continue to expect to close the transaction as scheduled in January 2011, subject to remaining closing conditions.

Certain statements set forth above and contained in the press release furnished pursuant to this Form 6-K may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements may be identified by the use of words like “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “forecast,” “project,” “will,” “should,” “seek,” and similar expressions.  These forward-looking statements include, but are not limited to, statements the expected date of completion and the other customary completion conditions and the expectation to issue a further statement regarding the decision by the OFT. The forward-looking statements reflect our current views and assumptions and are subject to risks and uncertainties.  The following factors, and others which are discussed in our public filings and submissions with the U.S. Securities and Exchange Commission, are among those that may cause actual and future results and trends to differ materially from our forward-looking statements: actions by regulatory authorities or other third parties; unanticipated costs and difficulties related to the integration of Acergy S.A. and Subsea 7 Inc. and our ability to achieve benefits therefrom; unanticipated delays, costs and difficulties related to the combination transaction, including satisfaction of closing conditions; our ability to recover costs on significant projects; the general economic conditions and competition in the markets and businesses in which we operate; our relationship with significant clients; the outcome of legal and administrative proceedings or governmental enquiries; uncertainties inherent in operating internationally; the timely delivery of ships on order and the timely completion of ship conversion programs; the impact of laws and regulations; and operating hazards, including spills and environmental damage. Many of these factors are beyond our ability to control or predict. Given these factors, you should not place undue reliance on the forward-looking statements.

This communication does not constitute an offer to purchase, sell, or exchange or the solicitation of an offer to sell, purchase, or exchange any securities of Subsea 7 or Acergy.

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		ACERGY S.A.
Date : December 22, 2010	By:	/s/ Jean Cahuzac
		Name:  Jean Cahuzac
		Title:    Chief Executive Officer