TGS ASA

M&A Activity • Sep 6, 2022

Recommended Voluntary Exchange Offer by TGS for All Shares in Magseis Fairfield - Condition Regarding Competition Authorities Satisfied

Recommended Voluntary Exchange Offer by TGS for All Shares in Magseis Fairfield - Condition Regarding Competition Authorities Satisfied

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA,

THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE

WOULD BE UNLAWFUL

OSLO, Norway (6 September 2022) - Reference is made to the stock exchange

announcement on 29 June 2022 regarding the recommended voluntary exchange offer

(the "Offer") by TGS ASA ("TGS," OSE: TGS) to acquire all shares in Magseis

Fairfield ASA ("Magseis," OSE: MSEIS) and to the stock exchange announcement on

24 August 2022 regarding the formal launch of the Offer.

TGS today announces that it has received clearance, with the applicable

regulatory waiting periods expiring, from the relevant competition authorities

in the jurisdictions where filings were required, thereby satisfying a condition

to consummation of the Offer.

For further details regarding the Offer, please refer to the launch announcement

available on the Magseis ticker on www.newsweb.no (or use the following link:

https://newsweb.oslobors.no/message/569497). The complete Offer document is

electronically available on www.abgsc.no (http://www.abgsc.no/).

Advisors:

ABG Sundal Collier ASA acts as financial advisor to TGS and receiving agent for

the Offer. Advokatfirmaet Schjødt AS acts as legal advisor to TGS. Arctic

Securities AS acts as financial advisor and Advokatfirmaet Thommessen AS acts as

legal advisor to Magseis.

Contacts:

TGS: Sven Børre Larsen, CFO

Tel: +47 909 43 673

Email:  investor@tgs.com (mailto:investor@tgs.com)

About TGS

TGS provides scientific data and intelligence to companies active in the energy

sector. In addition to a global, extensive and diverse energy data library, TGS

offers specialized services such as advanced processing and analytics alongside

cloud-based data applications and solutions.

Important notice:

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act. It may be unlawful to distribute

this announcement in certain jurisdictions. This announcement is not for

distribution in Australia, Canada, the Hong Kong special administrative region

of the People's Republic of China, Japan, South Africa, the United States or to

any other jurisdiction where such distribution would be unlawful. The

information in this announcement does not constitute an offer of securities for

sale in such jurisdictions. Persons into whose possession this release comes

should inform themselves about and observe any such restrictions. Any failure to

comply with these restrictions may constitute a violation of the securities laws

of any such jurisdiction. This announcement does not constitute an offer for

sale of, or a solicitation of an offer to purchase or subscribe for, any

securities in the United States. The Offer or Consideration Shares referred to

in this release have not been and will not be registered under the United States

Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state

securities laws and may not be offered or sold within the United States or to

U.S. Persons unless registered under the U.S. Securities Act and applicable

state securities laws or an exemption from such registration is available. The

information contained in this announcement is for informational purposes only

and does not purport to be full or complete. TGS does not intend to conduct a

public offering in the United States. The Consideration Shares will only be sold

to persons outside the United States in accordance with Regulation S of the U.S.

Securities Act. For U.S. persons or to persons that are otherwise subject to the

securities laws of the United States, the Consideration Shares will only be sold

to "accredited investors," as defined in Rule 501(a) under Regulation D under

the U.S. Securities Act, pursuant to the exemption from registration provided by

Rule 506(c) under such U.S. Securities Act. Copies of this announcement are not

being, and should not be, distributed in or sent into the United States. In the

United Kingdom, this announcement is for distribution only to and is directed

only at persons who (i) have professional experience in matters relating to

investments which fall within Article 19(5) of the Financial Services and

Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial

Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d)

("high net worth companies, unincorporated associations etc") of the Financial

Promotion Order, or (iii) are persons to whom an invitation or inducement to

engage in investment activity (within the meaning of section 21 of the Financial

Services and Markets Act 2000) in connection with the issue or sale of any

securities may otherwise lawfully be communicated or caused to be communicated

(all such persons together being referred to as "relevant persons"). This

announcement is directed only at relevant persons and must not be acted on or

relied on by persons who are not relevant persons. Any investment or investment

activity to which this announcement relates is available only to relevant

persons and will be engaged in only with relevant persons. This announcement has

been prepared on the basis that any offer of securities in any Member State of

the European Economic Area which has implemented the Prospectus Regulation (EU)

(2017/1129, as amended, the "Prospectus Regulation") (each, a "Relevant Member

State") will be made pursuant to an exemption under the Prospectus Regulation,

as implemented in that Relevant Member State, from the requirement to publish a

prospectus for offers of securities. Accordingly, any person making or intending

to make any offer in that Relevant Member State of securities, which are the

subject of the offering contemplated in this announcement, may only do so in

circumstances in which no obligation arises for TGS to publish a prospectus

pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus

pursuant to Article 16 of the Prospectus Regulation, in each case, in relation

to such offer. Neither TGS nor any of the advisors have authorised, nor do they

authorise, the making of any offer of the securities through any financial

intermediary, other than offers made by TGS which constitute the final placement

of the securities contemplated in this announcement. Neither TGS nor any of the

advisors have authorised, nor do they authorise, the making of any offer of

securities in circumstances in which an obligation arises for the Company to

publish or supplement a prospectus for such offer. This release contains certain

forward-looking statements within the meaning of the securities laws and

regulations of various international, federal, and state jurisdictions. All

statements, other than statements of historical fact, included herein, including

without limitation, statements regarding the Offer or the future plans and

objectives of TGS or Magseis are forward-looking statements that involve risk

and uncertainties. There can be no assurances that such statements will prove to

be accurate and actual results could differ materially from those anticipated in

such statements. Neither TGS, Magseis nor any of their advisors and/or any of

their affiliates or any of their respective directors, officers, employees,

advisers, agents or any other person(s) accept any responsibility or liability

whatsoever for, or make any representation or warranty, express or implied, as

to the accuracy, completeness or fairness of the information or opinions in this

announcement (or whether any information has been omitted from this

announcement) or any other information relating the Offer, TGS or Magseis. The

issue, subscription or purchase of shares in TGS is subject to specific legal or

regulatory restrictions in certain jurisdictions. Neither TGS, Magseis nor their

advisors assume any responsibility in the event there is a violation by any

person of such restrictions.