TGS ASA

Regulatory Filings • Jun 11, 2024

TGS and PGS Receive Final Competition Clearance - Merger Conditions Satisfied

TGS and PGS Receive Final Competition Clearance - Merger Conditions Satisfied

OSLO, Norway (11 June 2024) - Reference is made to the joint stock exchange

announcement on 18 September 2023 by TGS ASA ("TGS," OSE: TGS) and PGS ASA

("PGS" or the "Company," 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.

Reference is further made to the announcement on 17 April 2024, where the

parties confirmed clearance by the Norwegian Competition Authority and gave an

update on the approvals process in the UK.

TGS and PGS are now pleased to confirm that also the UK Competition and Markets

Authority (the "CMA") has completed its review and provided its unconditional

clearance of the transaction.

The clearance from the CMA was the final regulatory approval required. The

parties confirm that all conditions for completing the Merger have been

satisfied and will work towards completion of the Merger on 1 July 2024 as

previously communicated.

Further information in this respect and key dates for completion of the Merger

will be provided in due course.

Kristian Johansen, CEO of TGS, comments: "TGS is pleased to note that all

conditions for the merger have been fulfilled now that we have received CMA

clearance. We look forward to completing the merger on 1 July 2024 and bringing

the strength and breadth of our combined service offerings to the market."

Rune Olav Pedersen, President & CEO of PGS, comments: "With clearance from the

CMA, all merger conditions are satisfied. I believe that the merger will benefit

all stakeholders. The combined company will provide a more complete and

diversified geophysical offering to customers, more opportunities for employees

and value to shareholders".

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

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

For more information, contact:

TGS:

Sven Børre Larsen

Chief Financial Officer

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

PGS:

Gottfred Langseth

Chief Financial Officer

Email: ir@pgs.com (mailto:ir@pgs.com)

Disclosure:

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

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. For more information about our

products and services and who we are, visit TGS.com (https://www.tgs.com/).

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).

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

include volatile market conditions, investment opportunities in new and existing

markets, demand for licensing of data within the energy industry, operational

challenges, and reliance on a cyclical industry and principal customers. Actual

results may differ materially from those expected or projected in the forward-

looking statements. TGS undertakes no responsibility or obligation to update or

alter forward-looking statements for any reason.