TGS ASA (OB:TGS) made a voluntary exchange offer to acquire Magseis Fairfield ASA (OB : MSEIS) from Fairfield Ms LLC, members of the Magseis Board and management and others for NOK 2.3 billion on June 29, 2022. The offer consideration is equal to NOK 8.6048 per Magseis share, to be paid in the form of 0.0426 ordinary shares of TGS and NOK 2.30 in cash per Magseis share. 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 MagseisÆs or TGS's shareholders with a record date prior to completion of the offer. If the offer is not completed due to a breach by Magseis, it will compensate the offeror for its external advisors costs up to a maximum amount of NOK 10 million.
The board of directors of Magseis has unanimously recommended the offer. Completion of offer will be subject to acceptance of offer by Magseis shareholders representing more than 90%, relevant regulatory approvals, consents and waivers for change of control provisions in the Magseis's lease agreements and credit facilities. 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 These pre-commitment undertakings can on certain terms be withdrawn in the event of a superior competing offer that is not matched by TGS.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 transaction requires clearance through applicable competition authorities. As of September 8, 2022, TGSáannouncedáthat it has obtained all regulatory clearances. As of September 23, 2022, the Offeror has amended minimum acceptance condition to 66.67% for the Offer and confirms that such minimum acceptance condition has been satisfied. The Offeror received acceptances of 193,842,471 shares, representing approximately 71.34% stake on September 22, 2022. The offer period is expected to commence in August 2022 and closing of the transaction is expected early fall. The acceptance period for the Offer will commence at August 24, 2022, and expire at September 21, 2022. The offer period will expire on September 21, 2022, subject to extensions at the sole discretion of the Offeror. As of September 21, 2022, Offeror hereby announces an extension of the offer period until September 28, 2022. As a consequence of the extension, the settlement of the Offer will be postponed correspondingly.
ABG Sundal Collier ASA is acting as financial advisor and Advokatfirmaet Schj°dt 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.
TGS ASA (OB:TGS) completed the acquisition of Magseis Fairfield ASA (OB : MSEIS) from Fairfield Ms LLC, members of the Magseis Board and management and others on September 28, 2022.