Spectrum ASA - MC-Seismic-Dienstleister - 500 Beiträge pro Seite

[R-BgO]

...ist ein Wettbewerber von TGS-Nopec(Thread: TGS-NOPEC Geophysical Company ASA (TGS) Ordinary General Meeting Held), aber günstiger bewertet;

watchlist;


hat-tip@al_sting

[R-BgO]

gemeint ist diese Aktie: http://www.wallstreet-online.de/aktien/2705126

WKN A0Q33Y

[al_sting]

Rein informativ, ich hatte mir den Wert hier schon mal näher angeschaut, Beiträge vom 21.01.2015 und später: http://www.stw-boerse.de/forum/messages/1719/3438.html

[al_sting]

Antwort auf Beitrag Nr.: 49.562.438 von al_sting am 14.04.15 18:30:36

Und jetzt noch einmal mit arbeitendem Link: http://www.stw-boerse.de/forum/messages/1719/3438.html

Apopos Link: Willst du nicht mal die Admins bitten, diesen Thread ordnungsgemäß mit Spectrum zu verknüpfen? Dann wird er besser von Aktionären gefunden.

[al_sting]

Mutige Aquisition, in dieser Zeit: http://www.spectrumgeo.com/press-release/acquisition-of-fugr…

[R-BgO]

Antwort auf Beitrag Nr.: 49.562.456 von al_sting am 14.04.15 18:32:25

haben sie

offenbar selbständig hingekriegt

[R-BgO]

ANNOUNCEMENT OF COMPETING VOLUNTARY OFFER BY SPECTRUM ASA TO ACQUIRE MULTICLIENT GEOPHYSICAL ASA

Oslo 24 January 2017 -

Reference is made to the voluntary offer on MultiClient Geophysical ASA launched by Geoex Limited on 19 January 2017 (the "Geoex Offer").


Spectrum ASA ("Spectrum", the "Company", ticker code: "SPU") is pleased to announce a competing voluntary offer ("the Offer") to acquire all the issued and outstanding shares in MultiClient Geophysical ASA ("MCG") at a consideration of NOK 1.25 per share ("the Offer Price"). The Offer values the total share capital of MCG at NOK 116 million.

The Offer Price represents a premium to the Geoex Offer of approximately 19% vs. the announced cash consideration of NOK 1.05 per share payable upon completion of the transaction and a 4% premium to the total announced consideration of NOK 1.20, including the deferred payment of NOK 0.15 per share.

The Offer Price represents 16% premium to the closing price on the Oslo Axess, immediately before the announcement of the Geoex offer, and a premium of 67% and 69% respectively to the volume weighted average share prices in the three and six month periods ending before announcement of the Geoex Offer on 22 December 2016.


Indicative timetable for the Offer

The Company is in the process of finalising an offer document setting out the complete terms of the Offer (the "Offer Document"). The Offer Document will be sent to MCG's shareholders as soon as it has been reviewed and approved by the Oslo Stock Exchange, and will also be made available at www.spectrumgeo.com and www.danskebank.no/spectrum.

The offer period (the "Offer Period") is expected to commence early February 2017, pending approval from the Oslo Stock Exchange. The Offer Period is expected to be 2 weeks (unless extended). The Offer Period may be extended, one or several times.


Compulsory acquisition and delisting

Upon the completion of the Offer, Spectrum intends to proceed with a compulsory acquisition of the remaining shares in MCG. In connection hereto, the Offeror will seek to have the MCG shares delisted from the Oslo Stock Exchange.


Conditions for Completion of the Potential Offer

The completion of the Offer is expected to be subject to identical or similar conditions as the Geoex Offer, including:

*Valid acceptances in respect of a number of shares of MCG which exceeds 90% of the shares and votes in MCG on a fully diluted basis;

*No change, effect, development or event that is or would reasonably be expected to have a material adverse effect on the financial condition, business assets, or results of operations of MCG group having occurred;

*MCG having conducted its business in the ordinary course;

*All necessary approvals from competition authorities being obtained (if applicable);

*No material litigation having been initiated or threatened against the MCG group which if adversely determined would reasonably be expected to result in a material adverse change;

*No court or other governmental or regulatory authority having taken any legal action that is in effect and restrains or prohibits the consummation of the Offer and;

*The board of MCG having issued a recommendation of the Offer and that such recommendation has not been amended or withdrawn without the consent of Spectrum.

The Offer will be financed by cash at hand and available credit facilities. The Offer will not be made subject to any financing condition.

[R-BgO]

schlagen sich so durch, entlang der Nullinie

[R-BgO]

nix Neues

[R-BgO]

Antwort auf Beitrag Nr.: 59.321.351 von R-BgO am 28.11.18 21:36:30

aber jetzt:

Published: 22:34 CEST 02-05-2019 /GlobeNewswire /Source: TGS / : TGS /ISIN: NO0003078800



TGS acquiring Spectrum to cement its position as a leading provider of multi-client seismic data

-Creating a leading multi-client geophysical data provider in all major mature and frontier basins world-wide

-Transaction establishes fourth main revenue generating hub and fits well with strategic ambition of growing exposure towards South Atlantic

-Spectrum owns the world's largest 2D library, which combined with TGS's financial robustness facilitate for acceleration of 3D investment plans

-Scale is key to accelerate TGS' data and analytics strategy

-Significant cost synergies - preliminary estimate of approximately USD 20 million annually

-Accretive on earnings, pre-synergies

-The transaction is supported by the board of directors of each of the companies, as well as Spectrum shareholders representing more than 34 %


Oslo, 2 May 2019

TGS-NOPEC Geophysical Company ASA ("TGS" or the "Company", OSE: TGS) announced today that it has agreed on the principle terms for the acquisition of Spectrum ASA ("Spectrum", OSE: SPU), creating a leading provider of 2D and 3D seismic data.

The transaction is expected to be completed as a statutory merger pursuant to Norwegian corporate law between TGS and Spectrum, with merger consideration to Spectrum shareholders in the form of 0.28x ordinary shares of TGS for each Spectrum share (the "Exchange Ratio"), in addition to a cash consideration of USD 0.27 multiplied by the Exchange Ratio subject to the transaction closing after the ex-date for the TGS dividend payable in Q3 2019 (expected to be early August 2019).

The Exchange Ratio and the cash consideration imply a transaction share price of Spectrum of NOK 61.9 per share (based on closing of the TGS share on 2 May 2019), corresponding to a market capitalization of NOK 3,671 million (USD 422 million) on a fully diluted basis.

The transaction is supported by the board of directors of each of the companies, as well as Spectrum shareholders representing more than 34.1 % who have given their support to the transaction and agreed to vote their shares in favour thereof. Definitive merger documents are expected to be entered into during May, with closing of the transaction expected during the third quarter of 2019 following shareholder approvals in EGM and regulatory clearance.

The transaction will enhance TGS' position as a leading multi-client geophysical data provider with a 2D and 3D seismic data library covering all major mature and frontier basins world-wide. Spectrum has successfully built a substantial presence in the South Atlantic and other important frontier regions. With TGS' extensive library and financial robustness, the combined entity will be well positioned to accelerate 3D seismic investment plans in an improving market. Furthermore, the combined libraries will have a scale that will help accelerate TGS' data analytics strategy.

In addition to providing a platform for further profitable growth, the combination will benefit from significant cost synergies with a preliminary estimate of approximately USD 20 million annually.

"Spectrum has successfully built a strong position in key offshore basins, particularly in the South Atlantic. The transaction thus fits well with one of TGS's key strategic goals of growing exposure to this region. Moreover, Spectrum's library, and in particular the vast 2D coverage, further adds to TGS's strategy within data analytics, where access to large amounts of data is a key success factor. TGS remains committed to maintain the existing dividend policy and emphasizes that the strong cash position, the combination of two free cash flow positive entities and significant cost synergies, will enable continued industry leading shareholder returns", stated Kristian Johansen, Chief Executive Officer of TGS.

"The strategic combination of TGS and Spectrum will form a stronger and better company with a world class data library, people and opportunities. We look forward to joining forces with TGS. There are strong strategic benefits from combining the companies, and we believe we can enhance our growth as part of a larger combined company," stated Rune Eng, President & Chief Executive Officer of Spectrum.

"Over the past years, Spectrum has been through a growth phase with particular focus on establishing profitable positions in non-mature exploration basins, especially along the Atlantic margin. TGS' interest in Spectrum is a manifestation of the solid position built by the Spectrum organization over a long time. Being ready for the next phase of the strategic growth plan, TGS is an excellent match, with its asset-light multi-client strategy and strong balance sheet. Altor Fund IV are proud to be part of creating a leading multi-client company, with a strong presence in all the major basins and superior cash generation capabilities", stated Pål Stampe, Chairman of the board of Spectrum and partner at Altor Equity Partners, the investment advisor to Altor Fund IV.

Support from board of directors, management and Spectrum shareholders

The transaction is supported by the board of directors of Spectrum, who has unanimously concluded that the transaction both from a financial and industrial perspective represents an attractive alternative for all its stakeholders. In addition, Spectrum shareholders representing more than 34 % have given their support to the transaction and undertaken to vote their shares in favor thereof. These shareholders include management of Spectrum, funds managed by Altor Fund IV and Gross Management AS (investment company of Spectrum director Glen Ole Rødland. Altor Fund IV (via Pål Stampe as Chairman of the Board and Maria Tallaksen as Board member) and Gross Management AS (Glen Ole Rødland as Board member) are represented on the Board of Directors of Spectrum. The above support and undertakings remain subject to consummation of definitive merger documentation.

Key terms of the transaction:

Based on a TGS share price as of close 2 May 2019 of NOK 218.8, the exchange ratio plus the cash consideration implies a fully diluted equity value of Spectrum of NOK 3,671 million, corresponding to a price per share of NOK 61.9. This represents a premium, including the cash consideration, of 10.2% to Spectrum based on closing price on 2 May 2019 and a premium of 32.8% and 17.5% to Spectrum based on 6 month and 12 month VWAP as of 2 May 2019, respectively.

The shareholders of Spectrum will (on a fully diluted basis) receive:

1. 0.28 shares of TGS per one (1) share in Spectrum, corresponding to 7 TGS shares per 25 Spectrum shares, meaning that the shareholders of Spectrum upon completion of the transaction will receive a total of 16.6 million shares in TGS, representing 13.9% of all issued shares in TGS immediately following completion of the transaction. Fractional consideration shares will be settled in cash.


An additional cash consideration to Spectrum shareholders of the NOK equivalent of USD 0.27 multiplied with the Exchange Ratio, if the Transaction is consummated after the ex-date for the TGS quarterly dividend payment in Q3 2019 (expected to be early August 2019).


Further details regarding the valuations and the exchange ratio will be included in the merger plan which is expected to be published during May 2019. The transaction remains subject to such merger plan and other definitive documentation being finalised and executed, as well as other customary closing conditions such as relevant regulatory approvals and consents, expiry of the statutory waiting periods, no material adverse change occurring and approval by extraordinary general meetings in TGS and Spectrum with at least two-thirds majority of the votes cast and of the share capital represented. Closing of the transaction would occur as soon as possible thereafter following necessary regulatory approvals and statutory waiting periods.

The completion of the transaction and the issuance of the consideration shares are expected to take place in the third quarter of 2019, subject to the conditions being fulfilled.

Reciprocal confirmatory due diligence has been completed by both TGS and Spectrum and completion of the transaction is not subject to any further due diligence review.

Further information regarding the transaction will be provided in a conference call at 14:00 (CEST) on Friday 3 May and in relation to Q1 2019 reporting on 9 May 2019.

Carnegie acts as financial advisor and Schjødt acts as legal advisor to TGS. Clarksons Platou Securities acts as financial advisor and Wiersholm acts as legal advisor to Spectrum.