TGS-NOPEC and Wavefield Inseis Agree to Merge
The boards of directors of TGS-NOPEC Geophysical Company ASA and Wavefield Inseis ASA have entered into an Integration agreement on July 29, 2007 proposing a merger of the two companies.
The boards of both TGS and Wavefield Inseis believe that the merger creates a premier global geophysical company, with a complementary portfolio of assets, advanced technologies and enhanced growth opportunities. TGS Wavefield will be one of the world's largest geophysical companies with a fully integrated product offering including a comprehensive global multi-client data library composed of 2D and 3D seismic, gravity, magnetic, electromagnetic, well log, and regional integrated interpretation products. The combined entity will control a high-end seismic acquisition fleet comprised of six 3D and seven 2D vessels on a combination of short and long term charters for flexibility to adapt to market demand. In addition, TGS Wavefield will operate one of the industry's highest capacity seismic imaging centers featuring an extensive array of high-tech 3D data processing algorithms. The combined company is commercializing new technologies for 4C/4D reservoir monitoring, electromagnetic and seismic data processing. TGS Wavefield will provide a stronger technical and financial platform to realize the value of long offset 2D, high capacity 3D, 4D, multi-azimuth and wide-azimuth seismic technologies.
The combination of the two companies' assets and capabilities offers attractive opportunities to achieve capital and operational efficiencies. These are primarily driven by increased scale, more cost efficient acquisition of TGS multi-client data, improvements in fleet utilization, higher sales force efficiency and processing revenue pull-through. Such improvements result in immediate after-tax synergies and significant reductions in capital requirements going forward.
Commenting on the merger, TGS Chairman Claus Kampmann said "The combination of TGS and Wavefield Inseis brings together two complementary businesses with few overlapping activities. The combination aligns perfectly with TGS' strategy of providing high-quality seismic data to our customers and achieving high returns on seismic activity for our shareholders. The combined company will have an expanded product offering, larger geographic footprint and broader customer base, including a balanced mix of major oil and gas companies, national oil companies and independent oil and gas companies."
Wavefield Inseis Chairman Anders Farestveit added "We are very pleased with the merger between two well respected geophysical companies to create a true industry leader. Together, TGS Wavefield will be able to accelerate innovative, next generation technologies such as 4C/4D seismic acquisition and electromagnetic (EM) technology. We are confident that the combined company with its strong growth and unique integration and synergy potential will create shareholder value in excess of what the two companies could achieve individually."
The boards of directors of TGS and Wavefield Inseis have agreed upon a proposed exchange ratio whereby each Wavefield Inseis shareholder will receive 0.505 TGS shares for every 1 Wavefield Inseis share, representing 38% of the combined company on a fully diluted basis.
The merger is subject to customary closing conditions, including:
- approval by TGS and Wavefield Inseis extraordinary general meetings with 2/3 majority;
- customary regulatory approvals;
- final confirmatory due diligence; and
- agreement upon a final merger plan
Shareholders in Wavefield Inseis representing in aggregate approximately 25% of the outstanding shares in Wavefield Inseis have given pre-commitments to vote in favor of the merger.
Following the signing of the Integration agreement yesterday July 29, 2007, the boards of both companies have begun to collaborate on preparing a joint merger plan and information memorandum which will be mailed to shareholders in TGS and Wavefield Inseis as the basis for decisions by their respective general meetings. It is anticipated that the merger plan will be mailed to shareholders mid-August with the information prospectus and notification of the general meetings of shareholders to be mailed end-August.
The intention is to arrange for extraordinary general meetings of both TGS and Wavefield Inseis shareholders around mid-September. The merger is expected to be completed by the end of November 2007.
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