PGS and TGS Receive Norwegian Competition Clearance for Merger

Reference is made to the joint stock exchange announcement on September 18, 2023 by TGS ASA (TGS) and PGS ASA (PGS) regarding the combination of the two companies (the Merger) to establish the premier energy data company, as well as subsequent announcements on October 25, 2023 and December 1, 2023 regarding, respectively, the execution of the definitive merger agreement and approval by the extraordinary general meetings.

As further announced in the update on February 14, 2024, the Merger has been subject to review by the competition authorities in the UK as well as in Norway.

With respect to Norway, TGS and PGS are pleased to confirm that the Norwegian Competition Authority (the NCA) has provided its clearance of the Merger.

With respect to the UK, the UK Competition Market Authority (the CMA) is still in its phase I review. The deadline for the CMA to announce clearance or phase II review is June 11, 2024.

Kristian Johansen, CEO of TGS comments: “TGS has had a good dialogue with the Norwegian Competition Authority since announcement of the transaction and is pleased to have received the required clearance today. We now look forward to receiving clearance also from the UK authorities in due course, and move towards completion of the merger.”

Rune Olav Pedersen, President & CEO of PGS adds: “The Norwegian Competition Authorities decided in mid-February to assess the TGS-PGS merger transaction in a more detailed phase II review. Our impression is that they have done a thorough assessment, and we are pleased they have now approved the merger.”

On this basis, the parties continue to expect and work towards completion of the Merger occurring during the second quarter of 2024, as previously communicated.

Completion of the Merger otherwise remains conditional on the closing conditions described in the merger plan. The statutory creditor notice period for the Merger has as announced expired, and the shareholders of both parties have approved the Merger.

For further information on the Merger and the complete terms and conditions for the Merger, please see the merger plan for the Merger available on www.tgs.com and www.pgs.com.

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