TGS ASA — M&A Activity 2020

Aug 14, 2020

TGS: Regarding offer to acquire the multi-client data library of PGS

TGS: Regarding offer to acquire the multi-client data library of PGS

OSLO, NORWAY (14 August 2020) - Reference is made to the announcement from TGS-

NOPEC Geophysical Company ASA ("TGS", OSE: TGS) 6 August 2020 regarding the

offer to purchase the multi-client data library of PGS ASA ("PGS") and PGS'

announcement 13 August 2020 that it rejects the proposal.

"We believe a consolidation and further partnership between our two companies

carry strong industry logic and we have seen broad support for this following

our announcement last week. We are disappointed by the unwillingness from the

PGS board and management to enter into discussions to explore joint

opportunities and collaboration as indicated in our Offer. TGS remains committed

to our strategy of industry leadership and further consolidation to deliver best

in class services to our customers, while creating value for our owners and

other stakeholders", says Kristian Johansen, CEO of TGS.

For further information, please contact:

Fredrik Amundsen

CFO

Tel: +47 995 89 882

E-mail: fredrik.amundsen@tgs.com

Sven Børre Larsen

Head of Business Development and M&A

Tel: +47 909 43 673

E-mail: sven.larsen@tgs.com

About TGS

TGS-NOPEC Geophysical Company ASA (TGS) provides multi-client geoscience data to

oil and gas Exploration and Production companies worldwide.  In addition to

extensive global geophysical and geological data libraries that include multi-

client seismic data, magnetic and gravity data, digital well logs, production

data and directional surveys, TGS also offers advanced processing and imaging

services, interpretation products, and data integration solutions. For more

information visit TGS online at www.tgs.com (http://www.tgs.com)

Important Notice

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities of the Company.

Neither this announcement nor any copy of it may be made or transmitted into the

United States, or distributed, directly or indirectly, in the United States.

Neither this announcement nor any copy of it may be taken or transmitted

directly or indirectly into Australia, Canada, Japan, Hong Kong, New Zealand or

South Africa or to any persons in any of those jurisdictions, except in

compliance with applicable securities laws. Any failure to comply with this

restriction may constitute a violation of national securities laws. The

distribution of this announcement in other jurisdictions may be restricted by

law and persons into whose possession this announcement comes should inform

themselves about, and observe, any such restrictions. This announcement does not

constitute, or form part of, an offer to sell, or a solicitation of an offer to

purchase, any securities in Australia, Canada, Japan, South Africa, Hong Kong,

New Zealand or the United States or in any jurisdiction to whom or in which such

offer or solicitation is unlawful.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act of 1933, as amended (the "Securities

Act"), or any securities laws of any state or other jurisdiction of the United

States and may not be offered or sold within the United States except pursuant

to an exemption from, or in a transaction not subject to, the registration

requirements of the Securities Act and in compliance with applicable state law.

There will be no public offer of the securities in the United States.

This announcement is an advertisement and does not constitute a prospectus for

the purposes of the Prospectus Regulation (EU) 2017/1129 (as amended, together

with any applicable implementing measures in any Member State, the "Prospectus

Regulation"). In any EEA Member State that has implemented the Prospectus

Regulation, this communication is only addressed to and is only directed at

qualified investors in that Member State within the meaning of the Prospectus

Regulation. In addition, in the United Kingdom, this announcement is not being

distributed, nor has it been approved for the purposes of Section 21 of the

Financial Services and Markets Act 2000 ("FSMA"), by a person authorized under

FSMA and is directed only at persons who (i) are outside the United Kingdom,

(ii) are investment professionals falling within Article 19(5) of the U.K.

Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as

amended) (the "Order") or (iii) high net worth companies, and other persons to

whom it may lawfully be engaged with, falling within Article 49(2)(a) to (d) of

the Order (all such persons in (i), (ii) and (iii) above together being referred

to as "relevant persons"). Under no circumstances should persons who are not

relevant persons rely or act upon the contents of this announcement. Any

investment or investment activity to which this announcement relates in the

United Kingdom is available only to, and will be engaged only with, relevant

persons.

Matters discussed in this announcement may constitute forward- looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "expect", "anticipate",

"strategy", "intends", "estimate", "will", "may", "continue", "should" and

similar expressions. The forward-looking statements in this release are based

upon various assumptions, many of which are based, in turn, upon further

assumptions. Although the Company believes that these assumptions were

reasonable when made, these assumptions are inherently subject to significant

known and unknown risks, uncertainties, contingencies and other important

factors which are difficult or impossible to predict and are beyond its control.

Such risks, uncertainties, contingencies and other important factors could cause

actual events to differ materially from the expectations expressed or implied in

this release by such forward-looking statements.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. The Company does not undertake any obligation to review, update,

confirm, or to release publicly any revisions to any forward-looking statements

to reflect events that occur or circumstances that arise in relation to the

content of this announcement.

The distribution of this announcement and other information may be restricted by

law in certain jurisdictions. Persons into whose possession this announcement or

such other information should come are required to inform themselves about and

to observe any such restrictions.

This information is subject to the disclosure requirements pursuant to Section

5-12 the Norwegian Securities Trading Act