Shareholders approve TGS, Spectrum merger

Norwegian seismic companies TGS-NOPEC and Spectrum are expected to complete their previously proposed merger in the third quarter of 2019.

TGS-NOPEC on Friday afternoon said that both sets of shareholders had approved the proposed merger on the same day at extraordinary general meetings held at 5 p.m.

“All resolutions proposed were approved by the shareholders of TGS. Concurrently with the TGS extraordinary general meeting, an extraordinary general meeting of Spectrum ASA has also approved the merger plan,” TGS said.

Kristian Johansen, Chief Executive Officer of TGS, said, “We are pleased about the transaction approval for TGS to acquire Spectrum. Spectrum’s portfolio will enhance TGS’ position as a leading multi-client geophysical data provider covering all mature and frontier basins. Spectrum’s extensive 2D library also furthers TGS’s data analytics strategy, where access to large amounts of data is a key success factor.” Final closing of the transaction is expected in the third quarter of 2019.

According to the EGM minutes shared by Spectrum, 78,05 percent of Spectrum shareholders voted in favor of the merger, with 21,05% voting against.

Spectrum will be dissolved and removed from the Oslo Stock Exchange upon completion of the merger.

To remind, the two companies’ directors on May 21 into an agreement regarding a contemplated merger through which Spectrum is merged into a wholly owned subsidiary of TGS.

As consideration for the assets, rights, and obligations being transferred from Spectrum to TGS NewCo, the shareholders in Spectrum will receive consideration by a share capital
increase in TGS. The merger exchange ratio is determined to be that one share in Spectrum gives the right to 0.28 shares in TGS

Explaining the rationale for the transaction the two companies at the time said: “The Boards of Directors’ opinion is that a combination of the Companies’ business will lead to greater value creation compared to the Companies operating as separate entities. The combined company will have a comprehensive 2D and 3D database and will be well positioned to accelerate investments in an improving market, and help accelerate TGS’ data analytics strategy.”

Through the merger, TGS NewCo will acquire all assets, rights, and obligations of Spectrum.

As for the employees and the potential effects the merger might have on them, the two companies in May said: “Spectrum has 13 employees. TGS NewCo has no employees. The merger will not have any implications for the employees in TGS who will continue their employment unchanged. For the employees with Spectrum, their employment relationships will be transferred to TGS NewCo in connection with the merger. The employees will keep the terms and conditions in their existing employment agreements.”

Offshore Energy Today Staff

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