TGS and Spectrum executes merger agreement and merger plan

Oslo, 20 May 2019 – With reference to announcements on 2 May 2019, TGS-NOPEC Geophysical Company ASA ("TGS") and Spectrum ASA ("Spectrum") today announced that their respective board of directors have unanimously approved and decided upon a final merger agreement and merger plan in line with the terms previously announced.

The merger plan is now to be submitted to and registered by the Norwegian Register of Business Enterprises. The merger plan (with appendices) is attached to this notice, and is also available on www.tgs.com.

Completion of the merger is subject to approval by extraordinary general meetings in TGS and Spectrum, expected to be held on or about 21 June 2019. Notices for the general meetings will be sent to shareholders shortly. As previously reported, Spectrum shareholders representing more than 34% have given their support to the transaction and undertaken to vote their shares in favor thereof.

For further information on the transaction, including strategic rationale, information on the two companies and the transaction terms, please see the companies' announcement of 2 May 2019 available on www.newsweb.no and the merger plan (with appendices).

For additional information about this press release, please contact:

Sven Børre Larsen Chief Financial Officer Tel: +47 90 94 36 73 Email: investor@tgs.com.

Company summary

TGS-NOPEC Geophysical Company (TGS) provides multi-client geoscience data to oil and gas Exploration and Production companies worldwide.  In addition to extensive global geophysical and geological data libraries that include multi-client seismic data, magnetic and gravity data, digital well logs, productiondata and directional surveys, TGS also offers advanced processing and imaging services, interpretation products, and data integration solutions.

For more information visit TGS online at www.tgs.com.

Forward-looking statements and contact information

All statements in this press release other than statements of historical fact are forward-looking statements, which are subject to a number of risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. These factorsinclude TGS' reliance on a cyclical industry and principle customers, TGS' ability to continue to expand markets for licensing of data, and TGS' ability to acquire and process data products at costs commensurate with profitability. Actual results may differ materially from those expected or projected in the forward-looking statements. TGS undertakes no responsibility or obligation to update or alter forward-looking statements for any reason.

TGS-NOPEC Geophysical Company ASA is listed on the Oslo Stock Exchange (OSLO:TGS).

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act

Attachment

  • Merger plan with appendices