NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Reference is made to stock exchange announcement on 29 June 2022 regarding the recommended voluntary exchange offer (the “Offer”) by TGS ASA (“TGS”, OSE: TGS) to acquire all shares in Magseis Fairfield ASA (“Magseis”, OSE: MSEIS). Reference is also made to the announcement by the Oslo Stock Exchange on 24 August 2022, in its capacity as take-over authority, confirming that an offer document for the Offer dated 24 August 2022 (the “Offer Document”) was approved.
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TGS hereby announces the launch of the Offer pursuant to the terms and conditions set out in the Offer Document and commencement of the acceptance period.
The acceptance period for the Offer will commence at 09:00 hours (CEST) today, 24 August 2022, and expire at 16:30 hours (CEST) on 21 September 2022. The acceptance period can be extended by TGS, but will in no event be extended beyond 16:30 hours (CET) on 1 November 2022.
Subject to the terms and conditions set out in the Offer Document, TGS is offering a consideration to the Magseis shareholders in the form of 0.0426 ordinary shares of TGS (the “Consideration Shares”) and NOK 2.3592 in cash (the “Cash Consideration”) per Magseis share (together, the “Offer Consideration”). The Cash Consideration includes an adjustment of NOK 0.0592 for TGS’ dividend payment made to the TGS shareholders in Q3 2022 after announcement of the Offer.
Based on the closing price of the TGS shares of NOK 148 as at 28 June 2022, the day immediately preceding the announcement of the Offer, the value of the Offer Consideration was at the time of announcement of the Offer on 29 June 2022 equal to NOK 8.6048 per Target Share.
The complete terms and conditions for the Offer, including a description of the procedures for accepting the Offer, is set out in the Offer Document. The Offer can only be accepted based on the Offer Document. The Offer Document will be sent to all shareholders in the Company registered in the Company’s shareholder register in the Norwegian Central Securities Depository (the “VPS”, also known as Euronext Securities Oslo) as of the date of the Offer Document who are resident in jurisdictions where the Offer Document may be lawfully distributed.
Subject to regulatory restrictions in certain jurisdictions, the Offer Document will also be made available at www.abgsc.no from 24 August 2022, the date for commencement of the acceptance period, and may be obtained free of charge during ordinary business hours at the offices of the receiving agent, ABG Sundal Collier ASA, Ruseløkkveien 26, 0251 Oslo, Norway.
The board of directors of TGS has been authorized to issue the new Consideration Shares to be delivered in the Offer. The authorization was resolved at the TGS 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 further dividends or make any other distribution to Magseis’s or TGS’s shareholders with a record date prior to completion of the Offer.
The board of directors of Magseis has unanimously resolved to recommend the Offer. Magseis shareholders, including the largest shareholder, Fairfield MS, LLC, and members of the board of directors and management of Magseis, who collectively own 33.4% of the outstanding share capital of Magseis, have entered into pre-acceptances with respect to the Offer. These pre-acceptances are binding, but can on certain terms be withdrawn, including in the event of a superior competing offer that is not matched by TGS.
Advisors:
ABG Sundal Collier ASA acts as financial advisor to TGS and receiving agent for the Offer. Advokatfirmaet Schjødt AS acts as legal advisor to TGS. Arctic Securities AS acts as financial advisor and Advokatfirmaet Thommessen AS acts as legal advisor to Magseis.
Contacts:
TGS:
Sven Børre Larsen, CFO
Tel: +47 909 43 673
Email: investor@tgs.com
Magseis:
Carel Hooijkaas, CEO
Tel: +47 480 49 277
Email: carel.hooijkaas@magseisfairfield.com
Stig Hognestad, CFO
Tel: +47 902 59 040
Email: stig.hognestad@magseisfairfield.com
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.
Important notice:
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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.
Kilde
