Attached herewith as Exhibit 99.1 is a press release, dated December 27, 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.
Following a review of the OFT decision, the Boards of Directors of the Company and Subsea 7 Inc. have concluded that the anticipated date of completion should remain January 7, 2011 subject to remaining closing conditions.
Both companies will continue to work with the OFT to implement the required undertakings.
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 as to the expected date of completion and the remaining closing conditions and the implementation of the required undertakings. 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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