TGS-NOPEC Geophysical Company ASA

07/01/2024 | Press release | Distributed by Public on 07/01/2024 09:10

TGS and PGS Merger Completed

TGS and PGS Merger Completed

01 Jul 2024 17:10 CEST

Subscribe

Issuer

TGS ASA

OSLO, Norway (1 July 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"), 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, including on 11 June 2024 whereby all conditions for
completion of the Merger were confirmed satisfied.

TGS and PGS are pleased to confirm that the Merger has now been formally
completed.

Completion of the Merger has today been registered with the Norwegian Register
of Business Enterprises. As a result, and following the issuance of the merger
consideration shares to the former shareholders of PGS, the new share capital of
TGS is NOK 49,068,323.25 divided on 196,273,293 shares, each with a nominal
value of NOK 0.25.

Pursuant to and in accordance with Article 1(5)(f) of Regulation (EU) 2017/1129
(the "EU Prospectus Regulation") and the European Commission's delegated
regulation (EU) 2021/528 of 16 December 2020, TGS has prepared an «exempted
document» in connection the Merger and the listing of the consideration shares
issued thereunder. The exempted document will be made available on the Company's
web site, www.tgs.com (http://www.tgs.com).

As announced on 20 June 2024, the TGS consideration shares will be delivered to
the eligible former PGS shareholders on 4 July 2024. In addition, the former PGS
shareholders will receive a compensation of NOK 0.20419 in cash per each former
PGS share held, as per the terms of the Merger. The cash compensation will be
paid on 9 July 2024.

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 the announcement of 20 June 2024 setting out key
completion dates and details.

For more information, contact:

Sven Børre Larsen
Chief Financial Officer
Email: [email protected] (mailto:[email protected])

Disclosure:

This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.

About TGS:
TGS provides advanced data and intelligence to companies active in the energy
sector. With leading edge technology and solutions spanning the entire energy
value chain, TGS offers a comprehensive range of insights to help clients make
better decisions. Our broad range of products and advanced data technologies,
coupled with a global, extensive, and diverse energy data library, makes TGS a
trusted partner in supporting the exploration and production of energy resources
worldwide.

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.

More information:
Access the news on Oslo Bors NewsWeb site

Source

TGS ASA

Provider

Oslo Børs Newspoint

Company Name

TGS ASA

ISIN

NO0003078800

Symbol

TGS

Market

Oslo Børs