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Client, acquisition, imaging and new energy
- Significant economies of scale, preliminary estimate of more than USD 50
million annually in cost synergies
- Enhancing the value and technology offering to clients
- Bringing together two complementary players, creating the most attractive
workplace in the industry
- The transaction is supported by the Board of Directors of both companies
OSLO, Norway (18 September 2023) - TGS ASA (“TGS” or the “Company”, OSE: TGS)
and PGS ASA (“PGS”, OSE: PGS) announced today that they have agreed the
principal terms of a combination of TGS and PGS to create a strong full-service
energy data company.
The transaction is expected to be completed as a statutory merger pursuant to
Norwegian corporate law, with merger consideration to PGS shareholders in the
form of 0.06829 ordinary shares of TGS for each PGS share.
Following the completion of the transaction, TGS and PGS shareholders will own
approximately 2/3 and 1/3 of the combined company, respectively, on the basis of
the share capital of each of the companies as of 15 September 2023.
The transaction is supported by the Board of Directors of both companies.
Kristian Johansen and Sven Børre Larsen will continue as CEO and CFO post
transaction.
Definitive merger agreements are expected to be entered into in October 2023,
with closing of the transaction expected during the first half of 2024, subject
to satisfaction of conditions for completion.
The transaction establishes the combined company as a full-service geophysical
data company with a strong offering in all segments, including Multi-Client
data, streamer data acquisition, Ocean Bottom Node (‘OBN’) data acquisition,
imaging and new energy data. Moreover, the transaction helps mitigate supply
chain risks and will add further to economies of scale and efficiency, enhancing
the value offered to clients.
In Multi-Client, the combined company will offer customers a global seismic
library with data from all active basins in both the western and eastern
hemispheres. In data acquisition, the combined company will be a substantial
player globally with a strong operational track record. For streamer
acquisition, it will hold an operational fleet of seven 3D data acquisition
vessels, and for Ocean Bottom Node (OBN) acquisition, the combined company will
benefit from around 30,000 mid and deepwater nodes. Within imaging, the combined
company will offer a strong service to in-house and external customers
integrating on-premises and cloud based high-performing computing services. In
addition, the combined company sees significant growth opportunities in new
energy with complementary technology offerings for Carbon Capture and Storage
(CCS) and offshore wind.
In addition to providing an improved client offering and a platform for further
profitable growth, the combination will benefit from cost synergies with a
preliminary estimate to be above USD 50 million annually.
“We are excited to announce a merger with PGS, completing a major milestone of
building a fully integrated and robust global energy data provider. Our clients
will benefit from scale, a unique technology portfolio and premier service
quality. Bringing together two distinct, yet complementary, companies positions
us even better for a continued upcycle in the energy sector”, stated Kristian
Johansen, Chief Executive Officer of TGS.
“The seismic industry is changing whereby production seismic is becoming
increasingly important alongside the traditional exploration seismic. By
combining TGS and PGS’ complementary resources, we create a fully integrated
geophysical service provider well positioned to generate significant value for
all stakeholders” stated Rune Olav Pedersen, President & Chief Executive Officer
of PGS.
“This is a strategic transaction for TGS and a major step on the journey we
started in 2019. It will combine the capabilities of both companies to create a
geophysical powerhouse. The transaction continues TGS’ strategic development
from a pure Multi-Client seismic company to the leading acquirer and provider of
geophysical data to both the oil and gas and new energy industries” stated Chris
Finlayson, Chair of the Board of TGS.
“The merger creates a full-service geophysical company with a strong balance
sheet. Financial flexibility enables investments in attractive core activities
as well as in the rapidly growing new energy business. The pioneering innovation
cultures in both companies will contribute to a strong foundation for new
product offerings and profitable growth” stated Walther Qvam, Chair of the Board
of PGS.
Financing:
The combined company will have a combined fully diluted market cap of approx.
USD 2,616 million and a net interest-bearing debt (NIBD) of USD 649 million (2Q
2023), corresponding to a market cap:NIBD ratio of 80:20. The combined company
will seek to optimize its capital structure, efficiency and cost based on the
strength of the combined balance sheets and cash flows. As such, the combined
company plans to refinance PGS’ USD 450 million senior notes and the term loans
on first call opportunity. As an overriding principle, TGS will continue to
maintain a conservative balance sheet profile.
Key terms of the merger:
Based on a TGS share price as of close 15 September 2023 of NOK 147.50, the
exchange ratio of 0.06829 and 925,321,732 fully diluted PGS shares, the equity
value of PGS is NOK 9,321 million, corresponding to a price per share of NOK
10.073. This represents a premium, of 20.7% to PGS closing price on 15 September
2023 and an exchange ratio premium of 22.4%, 40.8% and 41.6% based on 30 days,
3 month and 6 months VWAP as of 15 September 2023, respectively.
Future TGS dividend payments up to closing will be compensated to PGS
shareholders. The full merger plan is expected to be published during October
2023.
The transaction remains subject to certain conditions, including a confirmatory
due diligence by both parties, finalizing and executing a definitive merger
plan, as well as customary closing conditions such as relevant regulatory
approvals and consents and expiry of statutory waiting periods and no material
adverse change occurring. The transaction is also subject to approval by
extraordinary general meetings in both TGS and PGS with at least two-thirds
majority. Closing of the transaction would occur as soon as possible thereafter.
Conference call:
Further information regarding the transaction will be provided in a joint TGS
and PGS conference call at 10:00 (CEST) on 18 September 2023. A replay of the
conference call will be provided at tgs.com and pgs.com.
Link to webcast:
https://channel.royalcast.com/landingpage/hegnarmedia/20230918_1/
Advisors:
SpareBank 1 Markets is acting as financial advisor and Schjødt is acting as
legal advisor to TGS. Pareto Securities is acting as the financial advisor and
Advokatfirmaet BAHR is acting as legal advisor to PGS.
Contact information:
TGS:
Sven Børre Larsen
CFO
Tel: +47 909 43 673
Email: investor@tgs.com
PGS:
Gottfred Langseth
CFO
Tel: +47 930 55 580
Email: ir@pgs.com
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