TGS and PGS Execute Definitive Merger Agreement
25 Octubre 2023 - 3:09PM
TGS and PGS Execute Definitive Merger Agreement
OSLO, NORWAY (25 October 2023) - Reference
is made to the joint announcement on 18 September 2023 made by TGS
ASA ("TGS", OSE: TGS) and PGS ASA ("PGS", OSE: PGS)
regarding the combination of the two companies (the
"Merger") to establish the premier energy data company.
TGS and PGS jointly announce today that their
respective boards of directors have unanimously 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 TGS and PGS will be
sent to shareholders shortly and announced separately.
For further information on the Merger, including
strategic rationale, information about TGS and PGS, 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:
TGS:Sven Børre LarsenCFOTel: +47 909 43 673Email:
investor@tgs.com
PGS:Gottfred LangsethCFOTel: +47 930 55 580Email:
gottfred.langseth@pgs.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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