TGS-NOPEC to Acquire A2D Technologies

TGS-NOPEC and A2D Technologies have agreed in principle to a transaction whereby TGS-NOPEC would acquire A2D for $22 million in a combination of cash and shares. Payment to A2D shareholders will consist of $15.5 million in cash and $6.5 million in shares of TGS-NOPEC Geophysical Company ASA stock. The transaction is expected to close on Tuesday, June 4th.

A2D, a Houston-based company, is a one-of-a-kind, full service petroleum well log data provider that supplies oil companies operating in the exploration and production sector with an integrated solution of services, data types, and software applications designed to locate, acquire, utilize, interpret and manage well log data in a highly efficient and productive manner. The company pioneered delivering instant well log data via the Internet in early 1997. A2D's current LOG-LINE database includes over 1,000,000 logs from over 474,000 wells from the major producing basins in the United States. With its most recent technology improvements, A2D is adding approximately 60,000 well logs per month to its library.

A2D's predecessor, A2D Technologies, Inc. which was founded in 1993, joined with Interpretive Imaging LLC in January 1999 to form A2D. Currently, A2D employs 190 employees in four offices located in Houston, Denver, New Orleans, and Midland, Texas. The company has enjoyed strong growth over the past three years, recording annual revenues of $7.1 million in 1999, $9.6 million in 2000, and $12.6 million in 2001.

Hank Hamilton, TGS-NOPEC's Chief Executive Officer, is enthusiastic about the opportunities represented by the purchase. "A2D's business model is remarkably similar to TGS-NOPEC's in the sense that we both focus on creating high quality non-exclusive geoscience data products that can be licensed to multiple oil companies. Their extensive well log database in North America combined with their unique delivery system (LOG-LINE), a leading well log interpretation software package (smartSECTION), and the first depth calibrated raster format in industry (smartRASTER) provide the total well log solution for customers. A2D has done an excellent job in developing this market in the U.S. and we look forward to helping A2D internationalize its effort. In addition, we see significant synergies that can be achieved through the bundling and delivery of our current products and services as well as the creation of new integrated products."

David Armitage, Chief Executive Officer for A2D, believes that the combination of the two companies will be beneficial to the E&P industry. "A2D and TGS-NOPEC share a common vision - the delivery of premier exploration data products of the highest quality in the most cost-effective manner. The integration of our extensive digital well log repository with the TGS-NOPEC seismic database will facilitate and accelerate the exploration for hydrocarbons worldwide."