PGS ASA

M&A Activity • Apr 17, 2024

PGS and TGS receives Norwegian competition clearance for Merger

PGS and TGS receives Norwegian competition clearance for Merger

April 17, 2024, Oslo, Norway: Reference is made to the joint stock exchange

announcement on 18 September 2023 by TGS ASA ("TGS" or the "Company," OSE: TGS)

and PGS ASA ("PGS," OSE: PGS) regarding the combination of the two companies

(the "Merger") to establish the premier energy data company, as well as

subsequent announcements on 25 October 2023 and 1 December 2023 regarding,

respectively, the execution of the definitive merger agreement and approval by

the extraordinary general meetings.

As further announced in the update on 14 February 2024, the Merger has been

subject to review by the competition authorities in the UK as well as in Norway.

With respect to Norway, TGS and PGS are pleased to confirm that the Norwegian

Competition Authority (the "NCA") today has provided its clearance of the

Merger.

With respect to the UK, the UK Competition Market Authority (the "CMA") is still

in its phase I review. The deadline for the CMA to announce clearance or phase

II review is 11 June 2024.

Kristian Johansen, CEO of TGS comments: "TGS has had a good dialogue with the

Norwegian Competition Authority since announcement of the transaction, and is

pleased to have received the required clearance today. We now look forward to

receiving clearance also from the UK authorities in due course, and move towards

completion of the merger".

Rune Olav Pedersen, President & CEO of PGS comments: "The Norwegian Competition

Authorities decided in mid-February to assess the TGS-PGS merger transaction in

a more detailed phase II review. Our impression is that they have done a

thorough assessment, and we are pleased they have now approved the merger".

On this basis, the parties continue to expect and work towards completion of the

Merger occurring during the second quarter of 2024, as previously communicated.

Completion of the Merger otherwise remains conditional on the closing conditions

described in the merger plan. The statutory creditor notice period for the

Merger has as announced expired, and the shareholders of both parties have

approved the Merger.

For further information on the Merger and the complete terms and conditions for

the Merger, please see the merger plan for the Merger available on www.tgs.com

and www.pgs.com.

For more information, contact:

Gottfred Langseth

CFO

Email: ir@pgs.com

TGS:

Sven Børre Larsen

Chief Financial Officer

Email: investor@tgs.com

Disclosure:

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

***

PGS ASA and its subsidiaries ("PGS" or "the Company") is a fully integrated

marine geophysical company that provides a broad range of seismic and reservoir

services, including data acquisition, imaging, interpretation, and field

evaluation. Our services are provided to the oil and gas industry, as well as to

the broader and emerging new energy industries, including carbon storage and

offshore wind. The Company operates on a worldwide basis with headquarters in

Oslo, Norway and the PGS share is listed on the Oslo stock exchange (OSE: PGS).

For more information on PGS visit www.pgs.com (http://www.pgs.com).

***

The information included herein contains certain forward-looking statements that

address activities, events or developments that the Company expects, projects,

believes or anticipates will or may occur in the future. These statements are

based on various assumptions made by the Company, which are beyond its control

and are subject to certain additional risks and uncertainties. The Company is

subject to a large number of risk factors including but not limited to the

demand for seismic services, the demand for data from our multi-client data

library, the attractiveness of our technology, unpredictable changes in

governmental regulations affecting our markets and extreme weather conditions.

For a further description of other relevant risk factors we refer to our Annual

Report for 2022. As a result of these and other risk factors, actual events and

our actual results may differ materially from those indicated in or implied by

such forward-looking statements. The reservation is also made that inaccuracies

or mistakes may occur in the information given above about current status of the

Company or its business. Any reliance on the information above is at the risk of

the reader, and PGS disclaims any and all liability in this respect.

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