TGS, Wavefield Merger Grinds Forward
TGS-NOPEC Geophysical Company has noted that shareholders of Wavefield Inseis ASA have requested two additional proposals on the agenda for their Ordinary General Meeting of Shareholders on June 18, 2008, both related to the merger between TGS and Wavefield.
The first proposal from Sector Omega ASA to increase the exchange ratio from 0.505 to 0.540 in favor of Wavefield's shareholders resembles proposals presented by Wavefield at an earlier stage that have been rejected by TGS. No change in the agreed upon exchange ratio is acceptable to TGS. TGS intends to vote against the resolution from Sector Omega. Should the resolution be adopted by the General Meeting, TGS will not agree to a revised merger plan with an increased exchange ratio, and would therefore continue the agreed dispute resolution process through the ongoing arbitration case.
Another part of the proposal from Sector Omega ASA involves a re-composition of the Board of Directors compared with what was agreed in the approved Merger Plan. A proposal to complete the merger under the agreed exchange ratio, but to re-negotiate the composition of the Board of Directors of the merged company, is still open to consideration from TGS.
The second proposal from Range Capital Partners LLP is in line with the claim presented by TGS in the arbitration process; to complete the merger according to the approved Merger Plan. TGS welcomes this resolution as an opportunity to end the dispute quickly and intends to vote its shares in favor.
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Company: Wavefield Inseis AS more info
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