TGS and PGS jointly announced that their respective boards of directors have unanimously approved and decided upon a definitive merger agreement in line with terms previously announced.
The Merger is to be structured as a statutory, triangular merger between TGS Newco AS, a newly established wholly owned subsidiary of TGS designated for such purpose (“TGS NewCo”), TGS and PGS in accordance with Chapter 13 of the Norwegian Companies Act. TGS NewCo will be the surviving entity and merger consideration will be provided to the PGS shareholders in the form of 0.06829 ordinary shares of TGS for each PGS share held. Future TGS dividend payments declared after EGM approval and up to completion of the Merger will be compensated to PGS shareholders in cash upon completion.
Following the completion of the Merger, which has now been approved by both TGS and PGS shareholders, TGS and PGS shareholders will own approximately 2/3 and 1/3 of the combined company, respectively, on the basis of the current share capital of each of the companies.
The Merger Plan will be submitted to and registered by the Norwegian Register of Business Enterprises in accordance with Section 13-13 of the Norwegian Companies Act. Notices for the respective general meetings of TGS and PGS will be sent to shareholders shortly and announced separately.
For further information on the Merger, including strategic rationale, information about TGS and PGS, and the terms and conditions for the Merger, please see the announcement of 18 September 2023 and the Merger Plan. The Merger Plan is available on www.tgs.com and www.pgs.com.
