공시 • Jul 02
TGS ASA (OB:TGS) completed the acquisition of PGS ASA (OB:PGS).
TGS ASA (OB:TGS) agreed the principal terms to acquire PGS ASA (OB:PGS) for NOK 9.3 billion on September 18, 2023. As of October 25, 2023, TGS ASA executed a definitive merger agreement with PGS ASA. As per the terms of the transaction, consideration to PGS shareholders will be paid in the form of 0.06829 ordinary shares of TGS for each PGS share. Structured as a statutory, triangular merger involving TGS Newco AS, a wholly owned TGS subsidiary, the merger will result in TGS NewCo as the surviving entity. Following the completion of the transaction, TGS and PGS shareholders will own approximately 2/3 and 1/3 of the combined company. The transaction is supported by the Board of Directors of both companies. Kristian Johansen and Sven Børre Larsen will continue as Chief Executive Officer and Chief Financial Officer post transaction. The new combined company will be a complete, fully integrated service provider where clients will benefit from scale, a unique technology portfolio and premier service offering. Definitive merger agreements are expected to be entered into in October 2023. The merger plan contains customary mutual restrictions for both parties until the merger is completed, as well as certain unilateral restrictions for PGS in relation to investments, equity transactions and financing.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. As of October 25, 2023, TGS and PGS respective boards of directors have unanimously approved and decided upon a definitive merger agreement in line with the terms. The transaction is not subject to further due diligence or financing. The transaction is also subject to approval by extraordinary general meetings in both TGS and PGS with at least two-thirds majority, with closing of the transaction expected during the first half of 2024. As of October 30, 2023, TGS ASA will hold the extraordinary general meeting (EGM) on December 1, 2023, to approve the merger with PGS. The transaction has been approved by PGS's shareholders. As of February 14, 2024, The transaction is currently subject to ongoing review by the competition authorities in the UK, and in Norway, the Norwegian Competition Authority has resolved to continue its assessment of the transaction in a Phase II review. The parties still expect that completion of the Merger will occur during the second quarter of 2024. As of April 12, 2024, the Competition and Markets Authority (CMA) announced the launch of its merger inquiry by notice to the Parties and has a deadline of June 11, 2024 for its phase 1 decision. As of April 17, 2024, the Norwegian Competition Authority (the "NCA") has provided its clearance of the Merger, whereby in the UK, the UK Competition Market Authority (CMA) is still conducting its phase I review. The deadline for the CMA to announce clearance or phase II review is June 11, 2024. As of April 17, 2024, the transaction is expected to close during the second quarter of 2024. As of May 8, 2024, the transaction is still subject to approval by CMA in the UK, that initiated the Phase 1 on April 12, 2024, and the expected deadline for the Phase 1 decision is June 11, 2024. As of June 11, 2024, Competition and Markets Authority has given clearance to the merger. As of June 20, 2024, Record date for delivery of consideration shares to former PGS shareholders is on July 3, 2024, Record date for payment of cash consideration to former PGS shareholders is on July 3, 2024, Delivery of consideration shares to former PGS shareholders is on July 4, 2024, and Payment of cash consideration to former PGS shareholders (paid as return on paid in capital) is on July 9, 2024. The transaction is expected to be closed on or around July 1, 2024. 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.TGS ASA (OB:TGS) completed the acquisition of PGS ASA (OB:PGS) on July 01, 2024.