M&A Activity • Jun 20, 2024
M&A Activity
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TGS and PGS - key dates for completion of merger
Oslo, Norway (20 June 2024) - 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 the
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.
Reference is also made to subsequent announcements related to regulatory
approval process, latest on 11 June 2024 where it was reported that all
conditions for completion of the Merger have been satisfied.
On this basis, it is currently expected that completion of the Merger will occur
on 1 July 2024. Key dates and information for the completion of the Merger will
then be as follows:
+---------------------------------------+--------------------------------------+
|Last day of trading in PGS shares on |1 July 2024 |
|OSE (and last day of trading inclusive | |
|of right to merger consideration) | |
+---------------------------------------+--------------------------------------+
|Effective date for completion of the |1 July 2024 (after close of trade) |
|Merger | |
+---------------------------------------+--------------------------------------+
|First day of trading in the combined |2 July 2024 |
|company on OSE | |
+---------------------------------------+--------------------------------------+
|Record date for delivery of |3 July 2024 |
|consideration shares to former PGS | |
|shareholders | |
+---------------------------------------+--------------------------------------+
|Record date for payment of cash |3 July 2024 |
|consideration to former PGS | |
|shareholders | |
+---------------------------------------+--------------------------------------+
|Delivery of consideration shares to |4 July 2024 |
|former PGS shareholders | |
+---------------------------------------+--------------------------------------+
|Payment of cash consideration to former|9 July 2024 |
|PGS shareholders (paid as return on | |
|paid in capital) | |
+---------------------------------------+--------------------------------------+
|ISIN (TGS, unchanged) |NO 0003078800 |
+---------------------------------------+--------------------------------------+
|Transferor company |PGS ASA |
+---------------------------------------+--------------------------------------+
|Transferee company |TGS Newco AS, with consideration |
| |shares issued by TGS ASA |
+---------------------------------------+--------------------------------------+
|Merger consideration |PGS shareholders will for each PGS |
| |share held per the record date |
| |receive: |
| | |
| |- 0.06829 shares in TGS, and |
| | |
| |- NOK 0.20419 in cash (to be paid as |
| |return of paid-up capital without |
| |withholding of tax). |
+---------------------------------------+--------------------------------------+
|Date of approvals |1 December 2023 (extraordinary general|
| |meetings) |
+---------------------------------------+--------------------------------------+
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.pgs.com
and www.tgs.com.
For more information, contact:
Gottfred Langseth
Chief Financial Officer
Email: [email protected]
TGS:
Sven Børre Larsen
Chief Financial Officer
Email: [email protected]
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.
***
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 2023. 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.
--END--
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