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to certain terms and conditions will put forward a voluntary exchange offer (the
“Offer”) to acquire all shares of Magseis for a consideration to the Magseis
shareholders in the form of 0.0426 ordinary shares of TGS and NOK 2.30 in cash
per Magseis share (the “Offer Consideration”). Based on the closing price of TGS
on 28 June 2022, the value of the Offer Consideration is equal to NOK 8.6048 per
Magseis share, and the Offer values the total issued share capital of Magseis at
approximately NOK 2,333 million.
The board of directors of Magseis (the “Board”) has unanimously resolved to
recommend the Offer. Magseis shareholders, including the largest shareholder,
Fairfield MS, LLC, and members of the Magseis Board and management, who
collectively own 33.4% of the outstanding share capital of Magseis, have entered
into pre-acceptances with respect to the Offer. These pre-commitment
undertakings can on certain terms be withdrawn in the event of a superior
competing offer that is not matched by TGS.
The Offer Consideration of NOK 8.6048 per Magseis Share represents a premium of:
- 53.7% compared to the closing price of the Magseis shares of NOK 5.60 on 28
June 2022.
- 37.4% compared to the volume weighted average price (“VWAP”) of the Magseis
shares for the three-month period ending on 28 June 2022.
- 51.1% compared to the VWAP of the Magseis shares for the six-month period
ending on 28 June 2022.
- 71.6% compared to the VWAP of the Magseis shares for the twelve-month period
ending on 28 June 2022.
“With a strengthening focus on costs and cycle times in the exploration and
production of oil and gas, an increasing amount of demand of geophysical data is
driven by infrastructure-led exploration (ILX) and production monitoring (4D
seismic). Combining Magseis’s leading position in the Ocean Bottom Node (OBN)
market with TGS’s multi-client and data processing capabilities creates a unique
offering of superior quality products and services across the value chain,” says
Kristian Johansen, CEO of TGS.
“The seismic industry is undergoing a significant transformation brought about
by fundamental structural challenges facing the industry. Adapting to these
changes via consolidation will be beneficial to our investors and customers. The
combined company will be a leading integrated seismic provider with a best-in-
class OBN technology and track-record, strong data processing capabilities, and
a multi-client business with a large customer base for the company’s operations
and a truly global geographical footprint.” says Carel Hooijkaas, CEO of
Magseis.
Offer Consideration:
As of the date of this release, the Offer Consideration is equal to NOK 8.6048
per Magseis share and values the total issued share capital of Magseis at
approximately NOK 2,333 million.
The Offer Consideration will be settled as follows:
- NOK 2.30 per Magseis share in cash (the “Cash Consideration”)
- 0.0426 new shares in TGS per Magseis share (the “Consideration Shares”) (the
“Share Consideration”).
The board of directors of TGS has been authorized to issue the 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 dividends or make any other
distribution to Magseis’s or TGS’s shareholders with a record date prior to
completion of the Offer.
Key terms and conditions of the Offer:
Completion of the Offer will be subject to the following main conditions being
satisfied or waived by TGS: (i) Magseis shareholders representing more than
90% have accepted the Offer; (ii) the Board has not amended or withdrawn its
recommendation of the Offer; (iii) relevant regulatory approvals have been
obtained; (iv) consents and waivers for change of control provisions in the
Magseis’s lease agreements and credit facilities have been obtained; (v) Magseis
will in all material respects have conducted its business in the ordinary
course; (vi) no breach of covenants and representations and warranties in the
Transaction Agreement by Magseis has occurred that entitles TGS to terminate the
agreement; and (vii) no legal action has been taken that will or might restrain
or prohibit the completion of the Offer.
The Board has agreed that it will not amend, modify or withdraw its
recommendation of the Offer unless it receives a bona fide superior competing
offer that satisfies certain criteria. If the Offer is not completed due to a
breach by Magseis that entitles the Offeror to terminate the Transaction
Agreement, or the Board withdraws or amends its recommendation of the Offer,
Magseis will compensate the Offeror for its external advisors costs up to a
maximum amount of NOK 10 million.
The complete details of the Offer will be set out in an offer document which
will be published after approval by Oslo Børs. The offer period is expected to
commence in August 2022.
Availability of the Offer and/or Share Consideration is expected to be subject
to legal restrictions in certain jurisdictions.
Advisors:
ABG Sundal Collier ASA is acting as financial advisor and Advokatfirmaet Schjødt
AS is acting as legal advisor to TGS. Arctic Securities AS is acting as
financial advisor and Advokatfirmaet Thommessen AS is acting as legal advisor to
Magseis.
Contact information:
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
Important notice:
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements according
to section 5-12 of the Norwegian Securities Trading Act. The information was
submitted for publication at the time and by the contact, persons set out above,
on behalf of the respective companies.
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
