TGS and Magseis Fairfield have entered into a transaction agreement whereby TGS on and subject to certain terms and conditions will put forward a voluntary exchange offer to acquire all shares of Magseis for a consideration to the Magseis shareholders in the form of 0.0426 ordinary shares of TGS and NOK 2.30 in cash per Magseis share. Based on the closing price of TGS on 28 June 2022, the value of the Offer Consideration is equal to NOK 8.6048 per Magseis share, and the Offer values the total issued share capital of Magseis at approximately NOK 2,333 million.

The board of directors of Magseis (the "Board") has unanimously resolved to recommend the Offer.  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 These pre-commitment undertakings can on certain terms be withdrawn in the event of a superior competing offer that is not matched by TGS.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 Offer Consideration of NOK 8.6048 per Magseis Share represents a premium of: 

• 53.7% compared to the closing price of the Magseis shares of NOK 5.60 on 28 June 2022.
• 37.4% compared to the volume weighted average price (“VWAP”) of the Magseis shares for the three-month period ending on 28 June 2022.
• 51.1% compared to the VWAP of the Magseis shares for the six-month period ending on 28 June 2022.
• 71.6% compared to the VWAP of the Magseis shares for the twelve-month period ending on 28 June 2022.

“With a strengthening focus on costs and cycle times in the exploration and production of oil and gas, an increasing amount of demand of geophysical data is driven by infrastructure-led exploration (ILX) and production monitoring (4D seismic). Combining Magseis’s leading position in the Ocean Bottom Node (OBN) market with TGS’s multi-client and data processing capabilities creates a unique offering of superior quality products and services across the value chain,” says Kristian Johansen, CEO of TGS. 

“The seismic industry is undergoing a significant transformation brought about by fundamental structural challenges facing the industry. Adapting to these changes via consolidation will be beneficial to our investors and customers. The combined company will be a leading integrated seismic provider with a best-in-class OBN technology and track-record, strong data processing capabilities, and a multi-client business with a large customer base for the company's operations and a truly global geographical footprint.” says Carel Hooijkaas, CEO of Magseis. 

KeyFactsEnergy Industry Directory: TGS