TGS ASA

M&A Activity • Apr 17, 2024

TGS and PGS Receive Norwegian Competition Clearance for Merger

TGS and PGS Receive Norwegian Competition Clearance for Merger

OSLO, Norway (17 April 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

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 moving

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 (http://www.pgs.com).

For more information, contact:

Sven Børre Larsen

Chief Financial Officer

Email: investor@tgs.com

PGS:

Gottfred Langseth

CFO

Email: ir@pgs.com

Disclosure:

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

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.

Forward Looking Statement:

All statements in this press release other than statements of historical fact

are forward-looking statements, which are subject to a number of risks,

uncertainties and assumptions that are difficult to predict and are based upon

assumptions as to future events that may not prove accurate. These factors