PGS and TGS execute definitive merger agreement
25 Octobre 2023 - 10:00PM
PGS and TGS execute definitive merger agreement
Oslo, 25 October 2023: Reference is made to the joint
announcement on 18 September 2023 made by PGS ASA
("PGS", OSE: PGS) and TGS ASA
("TGS", OSE: TGS) regarding the combination of the
two companies (the "Merger") to establish the
premier energy data company.
PGS and TGS jointly announce today that their
respective boards of directors have approved and decided upon a
definitive merger agreement, in line with the terms previously
announced.
The Merger is to be structured as a statutory,
triangular merger between TGS Newco AS, a newly established wholly
owned subsidiary of TGS designated for such purpose ("TGS
NewCo"), TGS and PGS in accordance with Chapter 13 of the
Norwegian Companies Act. TGS NewCo will be the surviving entity and
merger consideration will be provided to the PGS shareholders in
the form of 0.06829 ordinary shares of TGS for each PGS share held.
Future TGS dividend payments declared after EGM approval and up to
completion of the Merger will be compensated to PGS shareholders in
cash upon completion.
Following the completion of the Merger, TGS and
PGS shareholders will own approximately 2/3 and 1/3 of the combined
company, respectively, on the basis of the current share capital of
each of the companies.
Completion of the Merger is subject to approval
by extraordinary general meetings in TGS and PGS, expected to be
called for shortly and held within one month thereafter. As
described in the formal merger plan (the "Merger
Plan"), completion is further conditional upon customary
closing conditions such as relevant regulatory approvals and
consents, compliance with applicable covenants and expiry of
statutory waiting periods. The transaction is not subject to
further due diligence or financing.
The Merger Plan will be submitted to and
registered by the Norwegian Register of Business Enterprises in
accordance with Section 13-13 of the Norwegian Companies Act.
Notices for the respective general meetings of PGS and TGS will be
sent to shareholders shortly and announced separately.
For further information on the Merger, including
strategic rationale, information about PGS and TGS, and the terms
and conditions for the Merger, please see the announcement of 18
September 2023 and the Merger Plan. The Merger Plan will be
available on www.tgs.com and www.pgs.com tomorrow, 26
October 2023.
Contact information:
PGS:Gottfred LangsethCFOTel: +47 930 55 580Email:
gottfred.langseth@pgs.com
TGS:Sven Børre LarsenCFOTel: +47 909 43 673Email:
investor@tgs.com
Disclosure:
This information is subject of the disclosure
requirements pursuant to section 5-12 of the Norwegian Securities
Trading Act.
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