TGS-NOPEC Geophysical Company ASA (TGS) and Wavefield-Inseis ASA (Wavefield) have jointly appointed Harald Arnkvaern, Gunnar Aasland and Georg Scheel as arbitration panel. In addition, TGS has filed the writ against Wavefield, demanding the approved merger to be completed. TGS reserves the right to seek compensation, estimated to approximately USD 700 million, from Wavefield for the merger plan violation.
"TGS has loyally honoured the merger plan and emphasises that all conditions are fulfilled. The merger plan states that any disagreement between the parties shall be solved through arbitration. Consequently, TGS ask the arbitration panel to instruct the board of directors in Wavefield to complete the merger", says Hank Hamilton, CEO of TGS.
The merger plan was approved by the General Meeting of Shareholders of both companies, with a 97 per cent majority on September 20th 2007. The disagreement between the companies is related to the completion of the merger. In the arbitration writ, TGS claims that Wavefield, by refusing to confirm the completion of the merger to be registered in the Norwegian Business Register, violates the merger plan.
This unjustified withholding of confirmation from Wavefield, causes a substantial loss for TGS shareholders, estimated to be approximately USD 700 million for forgone synergies, forgone earnings, capital expenditure costs etc. TGS reserves the right to seek compensation for these losses.
TGS and Wavefield have jointly appointed Harald Arnkværn, partner in Haavind Vislie with Supreme Cort admittance, Gunnar Aasland, former Supreme Court Judge, and Georg Scheel, managing director of Nordisk Defence Club (Nordisk Skibsrederforening) as the arbitration panel.
The arbitration hearing will take place from September 9th to September 24th.
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