TGS-NOPEC Geophysical Company ASA ("TGS") has agreed on the principle terms for an acquisition of Spectrum ASA ("Spectrum"), creating the world's leading provider of multiclient seismic data.
The transaction is expected to be completed as a share-for-share merger with the consideration to Spectrum shareholders in the form of 0.28x ordinary shares of TGS for each Spectrum share, in addition to a cash consideration of USD 0.27 multiplied by the exchange ratio subject to the transaction closing after the ex-date for the TGS dividend payable in Q3 2019. The exchange ratio and the cash consideration imply a price per share for Spectrum of NOK 61.9 based on closing of the TGS share on 2 May 2019, corresponding to a market capitalization of NOK 3,671 million (USD 422 million) on a fully diluted basis. Following completion of the transaction, Altor Fund IV will hold approximately 3.7% of the fully-diluted shares outstanding in TGS.
The transaction will create a leading provider of multiclient 2D and 3D seismic data
covering all major mature and frontier basins world-wide. Spectrum has successfully built a substantial presence in the South Atlantic and other important frontier oil & gas regions. With TGS' extensive library and financial robustness, the combined entity will be well positioned to accelerate 3D seismic investment plans in an improving market. Furthermore, the combined libraries will have a scale that will help accelerating TGS' data analytics strategy. In addition to providing a platform for further profitable growth, the combination will benefit from significant cost synergies with a preliminary estimate of approximately USD 20 million annually.
"The strategic combination of TGS and Spectrum will form a stronger and better company with a world class data library, people and opportunities. We look forward to joining forces with TGS. There are strong strategic benefits from combining the companies, and we believe we can enhance our growth as part of a larger combined company," stated Rune Eng, President & Chief Executive Officer of Spectrum.
"Over the past years, Spectrum has been through a growth phase with particular focus on establishing profitable positions in non-mature exploration basins, especially along the Atlantic margin. TGS' interest in Spectrum is a manifestation of the solid position built by the Spectrum organization over a long time. Being ready for the next phase of the strategic growth plan, TGS is an excellent match, with its asset-light multi-client strategy and strong balance sheet. Altor Fund IV are proud to be part of creating a leading multi- client company, with a strong presence in all the major basins and superior cash generation capabilities", stated Pål Stampe, Chairman of the board of Spectrum and partner at Altor Equity Partners, the investment advisor to Altor Fund IV."
"Spectrum has successfully built a strong position in key offshore basins, particularly in the South Atlantic. The transaction thus fits well with one of TGS's key strategic goals of growing exposure to this region. Moreover, Spectrum's library, and in particular the vast 2D coverage, further adds to TGS's strategy within data analytics, where access to large amounts of data is a key success factor. TGS remains committed to maintain the existing dividend policy and emphasizes that the strong cash position, the combination of two free cash flow positive entities, and significant cost synergies, will enable continued industry leading shareholder returns", stated Kristian Johansen, Chief Executive Officer of TGS.
Definitive merger documents are expected to be entered into during May, with closing of the transaction expected during the third quarter of 2019 following shareholder approvals in EGM and regulatory clearance.
For more information, please contact:
Dean Zuzic, CFO at Spectrum, Tel: +47 41 43 35 60
Tor Krusell, Head of Communications at Altor, Tel: +46 70 543 87 4
Since inception, the family of Altor funds has raised some EUR 8.3 billion in total commitments. The funds have invested in excess of EUR 4.2 billion in more than 60 companies. The investments have been made in medium sized, predominantely Nordic companies, with the aim to create value through growth initiatives and operational improvements. Among current and past investments are AGR Group, Helly Hansen, Lindorff, SATS, Rossignol Group, Carnegie Investment Bank, S-Banken, Nordic Trustee and Navico. For more information visit www.altor.com.
Spectrum provides innovative Multi-Client seismic surveys and high- quality seismic imaging services to the global oil and gas industry from offices in the Norway, UK, USA, Brazil, Egypt, Australia, Indonesia and Singapore. Spectrum designs, acquires and processes seismic data to deliver high quality solutions through its dedicated and experienced workforce. Spectrum holds the world's largest library of Multi-Client 2D marine seismic data and a significant amount of 3D seismic. The company's strategy focuses on both the major, established hydrocarbon-producing regions of the world as well as key frontier areas identified by our experienced team of geoscientists. The Spectrum library of Multi-Client data contains projects from many of the foremost oil producing regions of the world. These include new acquisition, reprocessing and interpretation reports. For more information visit Spectrum online at www.spectrumgeo.com
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, production data 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
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