OSLO, Norway (20 June 2024) - Reference is made to the joint stock exchange announcement on 18 September 2023 by TGS ASA ("TGS" or the "Company," OSE: TGS) and PGS ASA ("PGS," OSE: PGS) regarding the combination of the two companies (the "Merger") to establish the premier energy data company, as well as the 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 also made to subsequent announcements related to the regulatory approval process, latest on 11 June 2024, where it was reported that all conditions for completion of the Merger have been satisfied.
On this basis, it is currently expected that completion of the Merger will occur on 1 July 2024. Key dates and information for the completion of the Merger will then be as follows:
|
Last day of trading in PGS shares on OSE (and last day of trading inclusive of right to merger consideration) |
1 July 2024 |
|
Effective date for completion of the Merger |
1 July 2024 (after close of trade) |
|
First day of trading in the combined company on OSE |
2 July 2024 |
|
Record date for delivery of consideration shares to former PGS shareholders |
3 July 2024 |
|
Record date for payment of cash consideration to former PGS shareholders |
3 July 2024 |
|
Delivery of consideration shares to former PGS shareholders |
4 July 2024 |
|
Payment of cash consideration to former PGS shareholders (paid as return on paid in capital) |
9 July 2024 |
|
ISIN (TGS, unchanged) |
NO 0003078800 |
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Transferor company |
PGS ASA |
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Transferee company |
TGS Newco AS, with consideration shares issued by TGS ASA |
|
Merger consideration |
PGS shareholders will for each PGS share held per the record date receive: |
|
Date of approvals |
1 December 2023 (extraordinary general meetings) |
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 Larsen
Chief Financial Officer
Email: investor@tgs.com
PGS:
Gottfred Langseth
Chief Financial Officer
Email: ir@pgs.com
Disclosure:
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
About TGS:
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.
Forward Looking Statement:
All 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.