GlobeNewswire by notified

TGS and PGS Combine to Establish the Premier Energy Data Company

Share
  • Creating a stronger and more diversified geophysical company and data provider to the energy value chain, driven by technology and innovation
  • The combined entity will offer a robust position in all verticals: Multi-Client, acquisition, imaging and new energy
  • Significant economies of scale, preliminary estimate of more than USD 50 million annually in cost synergies
  • Enhancing the value and technology offering to clients
  • Bringing together two complementary players, creating the most attractive workplace in the industry
  • The transaction is supported by the Board of Directors of both companies

OSLO, Norway (18 September 2023) – TGS ASA ("TGS" or the "Company", OSE: TGS) and PGS ASA (“PGS”, OSE: PGS) announced today that they have agreed the principal terms of a combination of TGS and PGS to create a strong full-service energy data company.

The transaction is expected to be completed as a statutory merger pursuant to Norwegian corporate law, with merger consideration to PGS shareholders in the form of 0.06829 ordinary shares of TGS for each PGS share.

Following the completion of the transaction, TGS and PGS shareholders will own approximately 2/3 and 1/3 of the combined company, respectively, on the basis of the share capital of each of the companies as of 15 September 2023.

The transaction is supported by the Board of Directors of both companies. Kristian Johansen and Sven Børre Larsen will continue as CEO and CFO post transaction.

Definitive merger agreements are expected to be entered into in October 2023, with closing of the transaction expected during the first half of 2024, subject to satisfaction of conditions for completion.

The transaction establishes the combined company as a full-service geophysical data company with a strong offering in all segments, including Multi-Client data, streamer data acquisition, Ocean Bottom Node (‘OBN') data acquisition, imaging and new energy data. Moreover, the transaction helps mitigate supply chain risks and will add further to economies of scale and efficiency, enhancing the value offered to clients.

In Multi-Client, the combined company will offer customers a global seismic library with data from all active basins in both the western and eastern hemispheres. In data acquisition, the combined company will be a substantial player globally with a strong operational track record. For streamer acquisition, it will hold an operational fleet of seven 3D data acquisition vessels, and for Ocean Bottom Node (OBN) acquisition, the combined company will benefit from around 30,000 mid and deepwater nodes. Within imaging, the combined company will offer a strong service to in-house and external customers integrating on-premises and cloud based high-performing computing services. In addition, the combined company sees significant growth opportunities in new energy with complementary technology offerings for Carbon Capture and Storage (CCS) and offshore wind.

In addition to providing an improved client offering and a platform for further profitable growth, the combination will benefit from cost synergies with a preliminary estimate to be above USD 50 million annually.

“We are excited to announce a merger with PGS, completing a major milestone of building a fully integrated and robust global energy data provider. Our clients will benefit from scale, a unique technology portfolio and premier service quality. Bringing together two distinct, yet complementary, companies positions us even better for a continued upcycle in the energy sector", stated Kristian Johansen, Chief Executive Officer of TGS.

"The seismic industry is changing whereby production seismic is becoming increasingly important alongside the traditional exploration seismic. By combining TGS and PGS’ complementary resources, we create a fully integrated geophysical service provider well positioned to generate significant value for all stakeholders" stated Rune Olav Pedersen, President & Chief Executive Officer of PGS.

"This is a strategic transaction for TGS and a major step on the journey we started in 2019. It will combine the capabilities of both companies to create a geophysical powerhouse. The transaction continues TGS’ strategic development from a pure Multi-Client seismic company to the leading acquirer and provider of geophysical data to both the oil and gas and new energy industries” stated Chris Finlayson, Chair of the Board of TGS.

"The merger creates a full-service geophysical company with a strong balance sheet. Financial flexibility enables investments in attractive core activities as well as in the rapidly growing new energy business. The pioneering innovation cultures in both companies will contribute to a strong foundation for new product offerings and profitable growth” stated Walther Qvam, Chair of the Board of PGS.

Financing:
The combined company will have a combined fully diluted market cap of approx. USD 2,616 million and a net interest-bearing debt (NIBD) of USD 649 million (2Q 2023), corresponding to a market cap:NIBD ratio of 80:20. The combined company will seek to optimize its capital structure, efficiency and cost based on the strength of the combined balance sheets and cash flows. As such, the combined company plans to refinance PGS’ USD 450 million senior notes and the term loans on first call opportunity. As an overriding principle, TGS will continue to maintain a conservative balance sheet profile.

Key terms of the merger:
Based on a TGS share price as of close 15 September 2023 of NOK 147.50, the exchange ratio of 0.06829 and 925,321,732 fully diluted PGS shares, the equity value of PGS is NOK 9,321 million, corresponding to a price per share of NOK 10.073. This represents a premium, of 20.7% to PGS closing price on 15 September 2023 and an exchange ratio premium of 22.4%, 40.8% and 41.6% based on 30 days, 3 month and 6 months VWAP as of 15 September 2023, respectively.

Future TGS dividend payments up to closing will be compensated to PGS shareholders. The full merger plan is expected to be published during October 2023.

The transaction remains subject to certain conditions, including a confirmatory due diligence by both parties, finalizing and executing a definitive merger plan, as well as customary closing conditions such as relevant regulatory approvals and consents and expiry of statutory waiting periods and no material adverse change occurring. The transaction is also subject to approval by extraordinary general meetings in both TGS and PGS with at least two-thirds majority. Closing of the transaction would occur as soon as possible thereafter.

Conference call: 
Further information regarding the transaction will be provided in a joint TGS and PGS conference call at 10:00 (CEST) on 18 September 2023. A replay of the conference call will be provided at tgs.com and pgs.com.

Link to webcast: https://channel.royalcast.com/landingpage/hegnarmedia/20230918_1/

Advisors:
SpareBank 1 Markets is acting as financial advisor and Schjødt is acting as legal advisor to TGS. Pareto Securities is acting as the financial advisor and Advokatfirmaet BAHR is acting as legal advisor to PGS.

Contact information:

TGS:
Sven Børre Larsen
CFO
Tel: +47 909 43 673
Email: investor@tgs.com

PGS:
Gottfred Langseth
CFO
Tel: +47 930 55 580
Email: ir@pgs.com

Attachment

To view this piece of content from www.globenewswire.com, please give your consent at the top of this page.
To view this piece of content from ml-eu.globenewswire.com, please give your consent at the top of this page.

About GlobeNewswire by notified

GlobeNewswire by notified
GlobeNewswire by notified
One Liberty Plaza - 165 Broadway
NY 10006 New York

https://notified.com

GlobeNewswire by notified is one of the world's largest newswire distribution networks, specializing in the delivery of corporate press releases financial disclosures and multimedia content to the media, investment community, individual investors and the general public.

Subscribe to releases from GlobeNewswire by notified

Subscribe to all the latest releases from GlobeNewswire by notified by registering your e-mail address below. You can unsubscribe at any time.

Latest releases from GlobeNewswire by notified

Northland Power Announces Appointment of Ellen Smith to Its Board of Directors30.11.2023 00:09:14 CET | Press release

TORONTO, Nov. 29, 2023 (GLOBE NEWSWIRE) -- Northland Power Inc. (“Northland” or the “Company”) (TSX: NPI) announces the expansion of its Board of Directors from nine to ten members and the appointment of Ellen Smith as a Director, effective November 29, 2023. Ms. Smith brings over 35 years of leadership experience within the power and utilities sector. After spending her early career at original equipment manufacturers GE Power Systems and Pratt & Whitney, Ms. Smith led a co-gen business initiative and power & utilities facilities at a refinery of Hess Corp., and led U.S. Operations at National Grid, which included gas and electric transmission and distribution, LNG operations and power generation. For the last decade, Ms. Smith has been the Senior Managing Director at FTI Consulting, where she advises clients on strategy operational issues, and corporate finance, with a focus on power and utilities and EPC clients. Ms. Smith serves as an expert in complex power and utilities litigatio

Constellation Brands to Present at the 2023 Morgan Stanley Global Consumer and Retail Conference on December 5, 202329.11.2023 22:30:33 CET | Press release

VICTOR, N.Y., Nov. 29, 2023 (GLOBE NEWSWIRE) -- Constellation Brands, Inc. (NYSE: STZ), a leading beverage alcohol company, announced today that Garth Hankinson, Executive Vice President and Chief Financial Officer, will participate in a fireside chat at the 2023 Morgan Stanley Global Consumer and Retail Conference on Tuesday, December 5, 2023 in New York, NY. The presentation is scheduled to begin at 1:30 p.m. ET and is expected to cover the company’s strategic business initiatives, financial metrics, and operating performance, as well as outlook for the future. A live, listen-only webcast of the presentation will be available on the company’s investor relations website at ir.cbrands.com under the News & Events section. When the presentation begins, financial information discussed in the presentation, and a reconciliation of reported GAAP financial measures with comparable and other non-GAAP financial measures, will also be available on the company’s investor relations website under t

CNH Industrial: Periodic Report on $1 Billion Buyback Program29.11.2023 22:30:00 CET | Press release

Basildon, November 29, 2023 CNH Industrial N.V. (NYSE: CNHI / MI: CNHI) announces that under the €400 million component (the “First Component”) of its $1 billion share buyback program the Company completed transactions in the period November 20, 2023 through November 24, 2023, reported in aggregate, as set forth in the table below. After the purchases announced today and considering those previously executed under the First Component, the total invested amount in the First Component is approximately €163,979,188.20 ($177,525,418.19) or a total amount of 17,560,075 common shares purchased. DateNumber of common shares purchasedAverage price per share excluding feesConsideration excluding fees Consideration (*) excluding fees(€)(€)($) November 20, 2023 473,000 9.5539 4,518,994.70 4,938,357.41 November 21, 2023 2,190,000 9.2275 20,208,225.00 22,138,110.49 November 22, 2023 1,494,075 9.1293 13,639,858.90 14,882,450.04 November 23, 2023 1,000,000 9.1982 9,198,200.00 10,026,038.00 November 24

nCino Reports Third Quarter Fiscal Year 2024 Financial Results29.11.2023 22:05:00 CET | Press release

Total Revenues of $121.9M, up 16% year-over-year Subscription Revenues of $104.8M, up 19% year-over-yearGAAP Operating Margin of (11)%, up 700 basis points year-over-yearNon-GAAP Operating Margin of 17%, up 1,400 basis points year-over-year WILMINGTON, N.C., Nov. 29, 2023 (GLOBE NEWSWIRE) -- nCino, Inc. (NASDAQ: NCNO), a pioneer in cloud banking for the global financial services industry, today announced financial results for the third quarter of fiscal year 2024, ended October 31, 2023. “We posted another solid quarter in Q3, with revenues and profitability again exceeding expectations,” said Pierre Naudé, Chairman and CEO of nCino. “Notably, we added key new customers, such as our first enterprise Consumer ending deal with a $200 billion bank in the U.S., and our largest customer to date in Japan. We are also pleased that our U.S. mortgage business achieved double-digit revenue growth despite generationally-high interest rates." Naudé continued, "With years of experience successfully

Torqx declares offer for Beter Bed Holding unconditional; 95.14% of Shares now tendered or committed29.11.2023 20:15:00 CET | Press release

JOINT PRESS RELEASE This is a joint press release by Beter Bed Holding N.V. ("Beter Bed Holding" or the "Company") and 959 B.V. (the "Offeror"), a company controlled by Torqx Capital Partners ("Torqx"). This joint press release is issued pursuant to the Article 16, paragraphs 1 and 2, Article 17 paragraph 1 and Article 4, paragraph 3 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft, the "Decree") in connection with the recommended public offer by the Offeror for all the issued and outstanding shares in the capital of the Company (the "Offer"). This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in the Company. Any offer is only made by means of the offer memorandum (the "Offer Memorandum"), dated 4 October 2023, approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, the "AFM"). Terms not defined in this press release will have the meaning as set fort