TGS and PGS shareholders back merger to create ‘premier energy data’ player

Norway-headquartered seismic company PGS has made progress in its merger with TGS after shareholders of both companies threw their support behind the merger in a bid to establish a stronger and more diversified geophysical company and data provider to the energy value chain.

Back in September 2023, TGS and PGS announced their agreement on principal terms to combine their two firms and create a strong full-service energy data company. As explained at the time, the transaction was expected to be completed as a statutory merger, with merger consideration to PGS shareholders in the form of 0.06829 ordinary shares of TGS for each PGS share. Following the completion of the transaction, TGS and PGS shareholders will own approximately 2/3 and 1/3 of the combined company, respectively, based on the share capital of each of the companies as of September 15, 2023. 

Kristian Johansen and Sven Børre Larsen will continue as CEO and CFO post-transaction. The merger will establish the combined company as a full-service geophysical data company with a strong offering in all segments, including multi-client data, streamer data acquisition, ocean bottom node (OBN) data acquisition, imaging, and new energy data. The combined company sees significant growth opportunities in new energy with complementary technology offerings for carbon capture and storage (CCS) and offshore wind. 

When October 2023 rolled in, TGS and PGS revealed that their respective boards of directors had unanimously approved and decided upon a definitive merger agreement to be structured as a statutory, triangular merger between TGS, PGS, and TGS Newco, a newly established wholly owned subsidiary of TGS designated for such purpose. After extraordinary general meetings were held in TGS and PGS on December 1, 2023, the merger plan dated October 25, 2023, was approved.

As a consequence, the decision to approve the merger will now be filed with the Norwegian Register of Business Enterprises. The completion of the merger remains conditional upon customary closing conditions such as relevant regulatory approvals and consents, compliance with applicable covenants, and expiry of statutory waiting periods.

Kristian Johansen, CEO of TGS, commented: “Today marks a pivotal moment for TGS and PGS as we receive approval from our shareholders for the merger plan. This support reflects the shared vision of our stakeholders in establishing the combined entity as a leading diversified energy data and intelligence company with an enhanced industry offering. We strongly believe this merger will bring substantial value to our respective stakeholders, from shareholders and customers to the combined organization’s employees.

“As we move forward, we remain dedicated to navigating through the regulatory processes and meeting all closing conditions to ensure the successful completion of this transformative merger. Together, we are poised to deliver unparalleled energy data solutions to our global partners.”

PGS has won several new deals over the past few months. Recently, the Norwegian player secured a 3D exploration contract in the Mediterranean, expected to take place through the winter season. The firm also landed a new assignment for one of its seismic acquisition vessels offshore Africa with an undisclosed firm.

In addition, the start of operations in Brazil for another one of its ships has been delayed. Prior to this, the firm got a new deal at the start of June 2023 with an undisclosed company, covering a 3D exploration acquisition contract in the Mediterranean.