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
Oslo, Norway (5 January 2023) - Reference is made to the stock exchange announcement made on 3 January 2023 regarding the final results of the mandatory cash offer (the "Offer") made by TGS ASA ("TGS") to acquire all shares in Magseis Fairfield ASA ("Magseis Fairfield") not already held by TGS. Following completion and settlement of the Offer, TGS has acquired and holds a total of 264,890,034 shares in Magseis Fairfield, equivalent to approximately 97.49% of the outstanding shares and voting rights in Magseis Fairfield.
The board of directors of TGS has resolved, effective from after close of trading on Oslo Børs today, 5 January 2023, to carry out a compulsory acquisition of all remaining shares in Magseis Fairfield not owned by TGS, pursuant to section 4-25 of the Norwegian Public Limited Liability Companies Act and section 6-22 of the Norwegian Securities Trading Act. As a consequence, TGS has assumed ownership to all shares in Magseis Fairfield. The offered redemption price in the compulsory acquisition is NOK 8.08 per share in Magseis Fairfield, equal to the offer price per share in the completed Offer. The aggregate redemption amount has been placed on a separate bank account in accordance with Section 4-25 of the Norwegian Public Limited Liability Companies Act.
Settlement of the offered redemption price will take place on or about 13 January 2023. A notice regarding the compulsory acquisition will be sent to all former shareholders subject to the compulsory acquisition whose addresses are known. In addition, the compulsory acquisition will be announced through the electronic notice service of the Norwegian Register of Business Enterprises (Norwegian: Brønnøysundregistrene).
Any objections to, or rejection of, the offered redemption price must be made at the latest by 23:59 (CET) on 6 March 2023. Former shareholders of Magseis Fairfield who do not object to, or reject, the offered redemption price within this deadline will be deemed to have accepted the offered redemption price.
As a consequence of the compulsory acquisition, TGS will pursue a delisting of Magseis Fairfield's shares from Oslo Børs. A separate stock exchange announcement will be published regarding such delisting.
ABG Sundal Collier ASA acts as financial advisor to TGS and receiving agent. 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 Fairfield.
TGS: Sven Børre Larsen, CFO
Tel: +47 909 43 673
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.
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 any jurisdiction. 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.
Neither TGS, Magseis Fairfield 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 to the compulsory acquisition, the Offer, TGS or Magseis Fairfield.