NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
TGS ASA (“TGS”, OSE: TGS) and Magseis Fairfield ASA (“Magseis”, OSE: MSEIS) announce today that they have entered into a transaction agreement (the "Transaction Agreement") whereby TGS on and subject to certain terms and conditions will put forward a voluntary exchange offer (the “Offer”) to acquire all shares of Magseis for a consideration to the Magseis shareholders in the form of 0.0426 ordinary shares of TGS and NOK 2.30 in cash per Magseis share (the “Offer Consideration”). Based on the closing price of TGS on 28 June 2022, the value of the Offer Consideration is equal to NOK 8.6048 per Magseis share, and the Offer values the total issued share capital of Magseis at approximately NOK 2,333 million.
The board of directors of Magseis (the "Board") has unanimously resolved to recommend the Offer. Magseis shareholders, including the largest shareholder, Fairfield MS, LLC, and members of the Magseis Board and management, who collectively own 33.4% of the outstanding share capital of Magseis, have entered into pre-acceptances with respect to the Offer. These pre-commitment undertakings can on certain terms be withdrawn in the event of a superior competing offer that is not matched by TGS.
The Offer Consideration of NOK 8.6048 per Magseis Share represents a premium of:
“With a strengthening focus on costs and cycle times in the exploration and production of oil and gas, an increasing amount of demand of geophysical data is driven by infrastructure-led exploration (ILX) and production monitoring (4D seismic). Combining Magseis’s leading position in the Ocean Bottom Node (OBN) market with TGS’s multi-client and data processing capabilities creates a unique offering of superior quality products and services across the value chain,” says Kristian Johansen, CEO of TGS.
“The seismic industry is undergoing a significant transformation brought about by fundamental structural challenges facing the industry. Adapting to these changes via consolidation will be beneficial to our investors and customers. The combined company will be a leading integrated seismic provider with a best-in-class OBN technology and track-record, strong data processing capabilities, and a multi-client business with a large customer base for the company's operations and a truly global geographical footprint.” says Carel Hooijkaas, CEO of Magseis.
As of the date of this release, the Offer Consideration is equal to NOK 8.6048 per Magseis share and values the total issued share capital of Magseis at approximately NOK 2,333 million.
The Offer Consideration will be settled as follows:
The board of directors of TGS has been authorised to issue the Consideration Shares to be delivered in the Offer. The authorization was resolved at the Offeror’s general meeting on 11 May 2022. The Consideration Shares will be listed on Oslo Børs upon issuance to the accepting Magseis shareholders.
The Offer Consideration will be adjusted to compensate for the effects of any resolution by Magseis or TGS to distribute dividends or make any other distribution to Magseis’s or TGS's shareholders with a record date prior to completion of the Offer.
Key terms and conditions of the Offer:
Completion of the Offer will be subject to the following main conditions being satisfied or waived by TGS: (i) Magseis shareholders representing more than 90% have accepted the Offer; (ii) the Board has not amended or withdrawn its recommendation of the Offer; (iii) relevant regulatory approvals have been obtained; (iv) consents and waivers for change of control provisions in the Magseis's lease agreements and credit facilities have been obtained; (v) Magseis will in all material respects have conducted its business in the ordinary course; (vi) no breach of covenants and representations and warranties in the Transaction Agreement by Magseis has occurred that entitles TGS to terminate the agreement; and (vii) no legal action has been taken that will or might restrain or prohibit the completion of the Offer.
The Board has agreed that it will not amend, modify or withdraw its recommendation of the Offer unless it receives a bona fide superior competing offer that satisfies certain criteria. If the Offer is not completed due to a breach by Magseis that entitles the Offeror to terminate the Transaction Agreement, or the Board withdraws or amends its recommendation of the Offer, Magseis will compensate the Offeror for its external advisors costs up to a maximum amount of NOK 10 million.
The complete details of the Offer will be set out in an offer document which will be published after approval by Oslo Børs. The offer period is expected to commence in August 2022.
Availability of the Offer and/or Share Consideration is expected to be subject to legal restrictions in certain jurisdictions.
ABG Sundal Collier ASA is acting as financial advisor and Advokatfirmaet Schjødt AS is acting as legal advisor to TGS. Arctic Securities AS is acting as financial advisor and Advokatfirmaet Thommessen AS is acting as legal advisor to Magseis.
Sven Børre Larsen
Tel: +47 909 43 673
Carel Hooijkaas, CEO
Tel: +47 480 49 277
Stig Hognestad, CFO
Tel: +47 902 59 040
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication at the time and by the contact persons set out above, on behalf of the respective companies.
It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in Australia, Canada, the Hong Kong special administrative region of the People's Republic of China, Japan, South Africa, the United States or to any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. The Offer or Consideration Shares referred to in this release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. The information contained in this announcement is for informational purposes only and does not purport to be full or complete. TGS does not intend to conduct a public offering in the United States. The Consideration Shares will only be sold to persons outside the United States in accordance with Regulation S of the U.S. Securities Act. For U.S. persons or to persons that are otherwise subject to the securities laws of the United States, the Consideration Shares will only be sold to "accredited investors," as defined in Rule 501(a) under Regulation D under the U.S. Securities Act, pursuant to the exemption from registration provided by Rule 506(c) under such U.S. Securities Act. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.
In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the “Prospectus Regulation”) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly, any person making or intending to make any offer in that Relevant Member State of securities, which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for TGS to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither TGS nor any of the advisors have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by TGS which constitute the final placement of the securities contemplated in this announcement. Neither TGS nor any of the advisors have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the Company to publish or supplement a prospectus for such offer.
This release contains certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Offer or the future plans and objectives of TGS or Magseis are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements.
Neither TGS, Magseis nor any of their advisors and/or any of their affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating the Offer, TGS or Magseis.
The issue, subscription or purchase of shares in TGS is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither TGS, Magseis nor their advisors assume any responsibility in the event there is a violation by any person of such restrictions.