TGC TGS ASA

TGS and PGS Receive Final Competition Clearance - Merger Conditions Satisfied

OSLO, Norway (11 June 2024) - Reference is made to the joint stock exchange announcement on 18 September 2023 by TGS ASA ("TGS," OSE: TGS) and PGS ASA ("PGS" or the "Company," OSE: PGS) regarding the combination of the two companies (the "Merger") to establish the premier energy data company, as well as subsequent 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 further made to the announcement on 17 April 2024, where the parties confirmed clearance by the Norwegian Competition Authority and gave an update on the approvals process in the UK.

TGS and PGS are now pleased to confirm that also the UK Competition and Markets Authority (the "CMA") has completed its review and provided its unconditional clearance of the transaction.

The clearance from the CMA was the final regulatory approval required. The parties confirm that all conditions for completing the Merger have been satisfied and will work towards completion of the Merger on 1 July 2024 as previously communicated.

Further information in this respect and key dates for completion of the Merger will be provided in due course.

Kristian Johansen, CEO of TGS, comments: "TGS is pleased to note that all conditions for the merger have been fulfilled now that we have received CMA clearance. We look forward to completing the merger on 1 July 2024 and bringing the strength and breadth of our combined service offerings to the market."

Rune Olav Pedersen, President & CEO of PGS, comments: "With clearance from the CMA, all merger conditions are satisfied. I believe that the merger will benefit all stakeholders. The combined company will provide a more complete and diversified geophysical offering to customers, more opportunities for employees and value to shareholders".

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 and www.pgs.com.

For more information, contact:

TGS:Sven Børre LarsenChief Financial OfficerEmail: investor@tgs.com

PGS:Gottfred LangsethChief Financial OfficerEmail: ir@pgs.com 

Disclosure:  

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

TGS provides scientific data and intelligence to companies active in the energy sector. In addition to a global, extensive and diverse energy data library, TGS offers specialized services such as advanced processing and analytics alongside cloud-based data applications and solutions. For more information about our products and services and who we are, visit TGS.com.

PGS ASA and its subsidiaries (“PGS” or “the Company”) is a fully integrated marine geophysical company that provides a broad range of seismic and reservoir services, including data acquisition, imaging, interpretation, and field evaluation. Our services are provided to the oil and gas industry, as well as to the broader and emerging new energy industries, including carbon storage and offshore wind. The Company operates on a worldwide basis with headquarters in Oslo, Norway and the PGS share is listed on the Oslo stock exchange (OSE: PGS). For more information on PGS visit www.pgs.com.

Forward Looking StatementAll 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.