TGS-NOPEC to Acquire Aceca Limited

TGS-NOPEC and privately-held Aceca have signed a Letter of Intent whereby TGS will acquire all shares of Aceca for $10.0 million in cash plus $2.5 million in the form of held TGS shares. Following due diligence and approval from the TGS Board of Directors, the transaction is expected to close in November.

Aceca was formed in 1998 and currently operates under the name Aceca Geologica. Headquartered in London with an office also in Stavanger, Norway, Aceca employs a staff of 45 people, including 40 degreed scientists. Aceca's primary business is creating and selling multi-client interpretation studies in northern Europe utilizing well log, seismic, and other forms of geoscientific data. Oil companies subscribe to a combined license of each interpretive study and a proprietary Aceca intranet and web enabled interface named Facies Map Browser (FMB) used to view the interpretations. An important second revenue stream for Aceca is subsurface interpretation consulting. Aceca offers a broad spectrum of geological and geophysical (G&G) interpretation consulting services to oil companies ranging from general analyses of hydrocarbon prospectivity in frontier regions to very detailed estimates of producible hydrocarbons in already discovered fields. In its fiscal year ending March 31, 2005, Aceca generated unaudited revenues of GBP 3.68 million (~$6.76 million) and pre-tax profit of GBP 0.91 million (~$1.67 million) under UK GAAP.

Hank Hamilton, Chief Executive Officer of TGS, believes there are many growth synergies that can be achieved with Aceca as part of the TGS family. "Aceca's products, technology, and expertise fit extremely well with the TGS vision to add value to our rapidly expanding library of seismic and well log data. The Aceca team has done an excellent job of building the market for interpretive studies in Europe while achieving impressive rates of growth and profitability. With our international presence and vast data library, we believe TGS can help to accelerate Aceca's growth. Aceca's experienced G&G staff will also help TGS in its evaluation of new investment opportunities worldwide."

Phil Slater, Managing Director and one of the primary shareholders of Aceca, said "As our FMB product now covers much of Northern Europe, and given the data libraries and multi national office presence of TGS, it is clear that the integration of the Aceca Geologica products and services with those of TGS achieves our corporate objective to reach other data rich international market places. With this extended reach we anticipate developing new FMB products and undertaking G&G consulting beyond Northern Europe."