PGS and TGS combine to establish the premier energy data company

• Creating a stronger and more diversified geophysical company and data provider to the energy value chain, driven by technology and innovation
• The combined entity will offer a robust position in all verticals: Multi-Client, acquisition, imaging and new energy
• Significant economies of scale, preliminary estimate of more than USD 50 million annually in cost synergies
• Enhancing the value and technology offering to clients
• Bringing together two complementary players, creating the most attractive workplace in the industry
• The transaction is supported by the Board of Directors of both companies

Oslo, 18 September 2023

TGS ASA ("TGS" or the "Company", OSE: TGS) and PGS ASA (“PGS”, OSE: PGS) announced today that they have agreed the principal terms of a combination of TGS and PGS to create a strong full-service energy data company.

The transaction is expected to be completed as a statutory merger pursuant to Norwegian corporate law, with merger consideration to PGS shareholders in the form of 0.06829 ordinary shares of TGS for each PGS share.

Following the completion of the transaction, TGS and PGS shareholders will own approximately 2/3 and 1/3 of the combined company, respectively, on the basis of the share capital of each of the companies as of 15 September 2023.

The transaction is supported by the Board of Directors of both companies. Kristian Johansen and Sven Børre Larsen will continue as CEO and CFO post transaction.

Definitive merger agreements are expected to be entered into in October 2023, with closing of the transaction expected during the first half of 2024, subject to satisfaction of conditions for completion.

The transaction establishes the combined company as a full-service geophysical data company with a strong offering in all segments, including Multi-Client data, streamer data acquisition, ocean bottom node (OBN) data acquisition, imaging and new energy data. Moreover, the transaction helps mitigate supply chain risks and will add further to economies of scale and efficiency, enhancing the value offered to clients.

In Multi-Client, the combined company will offer customers a global seismic library with data from all active basins in both the western and eastern hemispheres. In data acquisition, the combined company will be a substantial player globally with a strong operational track record. For streamer acquisition, it will hold an operational fleet of seven 3D data acquisition vessels, and for ocean bottom node (OBN) acquisition, the combined company will benefit from around 30,000 mid and deepwater nodes. Within imaging, the combined company will offer a strong service to in-house and external customers integrating on-premises and cloud based high-performing computing services. In addition, the combined company sees significant growth opportunities in new energy with complementary technology offerings for Carbon Capture and Storage (CCS) and offshore wind.