The proposed transaction is structured as a statutory, triangular merger between TGS Newco, TGS and PGS, with TGS NewCo, a newly formed wholly owned subsidiary of TGS for the purpose of acquisition, as the surviving entity
The combined company will provide global seismic library. (Credit: Grant Durr on Unsplash)
Norwegian seismic data companies TGS and PGS announced that their respective boards of directors have unanimously approved their previously announced $864m merger.
Last month, TGS signed a definitive merger agreement to acquire PGS to create a combined, premier energy data company.
Under the terms of the agreement, the transaction will be executed as a statutory, triangular merger between TGS Newco, TGS and PGS, with TGS NewCo as the surviving entity.
TGS Newco is a newly formed wholly owned subsidiary of TGS, for the purpose of acquisition.
PGS shareholders will receive 0.06829 ordinary shares of TGS for each PGS share held, along with cash compensation for future TGS dividend payments.
The proposed merger is expected to be called for shortly and closed within one month thereafter, subject to approval by extraordinary general meetings in TGS and PGS.
Its completion is also subject to certain customary closing conditions including regulatory approvals and consents, compliance with applicable covenants and expiry of waiting periods.
Upon closing of the transaction, TGS shareholders will own around two-third and PGS shareholders one-third of the combined company, based on their current share capital in respective companies.
The merger, which is not subject to further due diligence or financing, will be registered with the Norwegian Register of Business Enterprises, in accordance with the Norwegian Companies Act.
It will create a full-service geophysical data company focused on multi-client data, streamer data acquisition, ocean bottom node data acquisition, imaging, and new energy data.
The combined company will provide a global seismic library, comprising data from all active basins in both the western and eastern hemispheres.
It will have seven 3D data acquisition vessels for streamer acquisition, and around 30,000 mid and deepwater nodes for Ocean Bottom Node (OBN) acquisition.
Furthermore, the company is expected to provide services to in-house and external customers integrating on-premises and cloud-based high-performing computing services.