TGS-NOPEC Geophysical Company ASA announced today that it has completed its acquisition of Spectrum ASA, creating a leading global multi-client geophysical data provider. TGS first announced its intent to acquire Spectrum on 2 May 2019.
Completion of the acquisition and the merger plan has today been registered with the Norwegian Register of Business Enterprises. As a consequence and following the issuance of 16,076,047 consideration shares to the former shareholders of Spectrum, the new share capital of TGS is NOK 29,680,959.25 divided on 118,723,836 shares each with a nominal value of NOK 0.25.
Commenting on the acquisition, Kristian Johansen, CEO of TGS, said, “We are pleased to have formally closed the transaction to acquire Spectrum. Spectrum’s portfolio will enhance TGS’ position as a leading multi-client geophysical data provider covering all mature and frontier basins. The acquisition fits well with our asset-light business model and provides significant momentum to deliver on our long-term strategy. Further, the combination of TGS and Spectrum has been well received by our clients who will benefit from our comprehensive data library, quality and service.”
Mr. Johansen continued, “As we now move into the integration process, I’m pleased to announce that we have seen a great start to the third quarter. The combined company has already secured several larger data sales and pro-forma revenues for Q3 2019 are expected to be in excess of MUSD 250. Our strong performance is mainly due to higher license round activity in regions where TGS and Spectrum have strong data coverage and revenues related to acreage turnover.”
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Spectrum has received formal approval from NOPSEMA on its Environment Plan. This allows for the acquisition of Multi-Client Wide Tow 3D seismic, gravity, & magnetic surveys over an industry prioritized area of the Deep Water Otway Basin South-East Australia.
This unique 3D data coverage has been designed to target further gas and potentially oil plays in this underexplored deep water region prior to future government licensing rounds. With infrastructure and production already established nearby the Otway Basin Deep Water area has recently received increased industry focus.
With the ever growing need for additional gas supplies throughout Eastern Australia the Otway Deep offshore region could offer industry one of the last opportunities to explore for large reserves to support the South East. Spectrum’s recently completed broadband reprocessing of legacy 2D and 3D datasets has highlighted this potential better than ever before.
Phase 1 of this new 3D acquisition totalling 6,500km2 is scheduled to commence by 1st October 2019 with early data results available during Q1 2020.
Ian T Edwards, Spectrum’s Executive Vice President for NW Europe and APAC, said “Receiving this EP Approval from NOPSEMA is an enormous achievement for Spectrum and has been enabled by close consultation with Stakeholders and NOPSEMA over many months of detailed hard work. Spectrum hopes that this new Wide Tow Multi-Client 3D survey, designed to minimise vessel acquisition duration in the area, will be the building-block for industry to undertake an initial detailed technical review of the underlying, underexplored acreage. We believe that urgently needed additional hydrocarbon reserves could potentially exist which would greatly assist the authorities meet the growing demand for additional supplies in South-East Australia.”
On June 21st 2019 at 5 pm, an Extraordinary General Meeting was held by Spectrum ASA at the company’s premises in Oslo. This followed an announcement by the company on 20th May 2019 regarding the intention of TGS-NOPEC Geophysical Company ASA to acquire Spectrum in an all share transaction.
During the meeting a vote took place and all resolutions proposed were approved by Spectrum shareholders. Minutes of this meeting can be found at the following link.
Simultaneously, the equivalent meeting was held by TGS at the offices of law firm Schjødt, in Oslo, where all aspects of the merger plan were also approved by TGS’ shareholders.
Spectrum CEO, Rune Eng, commented, “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.”
Final completion of the transaction is expected during Q3 2019.
The survey, which is fully supported and funded by clients, is targeting an area of recently-increased industry focus. It aims to provide improved imaging of the under-explored Zechstein, Carboniferous and Devonian plays in the Southern North Sea.
Industry’s response to the OGA’s Maximising Economic Recovery (MER) initiative has supported Spectrum’s survey concept for the area and forms part of a ‘multi-year’ plan of data coverage of which the initial 1,400 km2 has just commenced. Clients will receive processed data before the end of 2019 following their involvement throughout the testing and processing phase of the project.
Ian T Edwards, Spectrum’s Executive Vice President for NW Europe and APAC, said “This is the first of several planned new Multi-Client 3D surveys within the region. It follows detailed survey planning and design with input from pre-funding companies. This new survey will image the complex, under-explored potential plays that form part of the OGA’s MER initiative, and Spectrum intends to play a key role in stimulating activity in this part of the UK Southern North Sea region by providing high quality affordable data”.
During a parliamentary sitting on 18 May the lower house of Somalia’s federal government gave their approval to a new Petroleum Law and Revenue Sharing Agreement. This development confirms terms outlined in the country’s first offshore licensing round which was launched in February 2019 and is due to close on 7 November 2019.
“This is a landmark in the development of Somalia’s natural resources, which will be transformational for the country’s development,” Minister of Petroleum & Mineral Resources, Abdirashid Mohamed Ahmed stated.
“The Ministry has worked successfully with the federal member states to develop an equitable and transparent framework to develop natural resources for the greater good of Somalia and all its people”, he added. “Production sharing agreements (PSAs) can now be signed, wherein the first phase will involve planning and mobilising to acquire seismic data and the drilling of exploration wells over 2020 and 2021”.
In order to equip oil and gas explorers with key geological insight ahead of the offshore licensing round, Spectrum has completed acquisition and processing of 20,185 km of 2D long-offset seismic data. This data was acquired following a co-operation agreement with the Federal Government of Somalia and complements 20,500 km of existing seismic data that was acquired in 2014.
The survey design, which covers water depths of 30 m to 4,000 m, has allowed for seismic coverage over the shelf, slope and basin floor with dip, strike and recording time intervals suitable for defining a range of leads and prospects. Modern processing algorithms were applied to the raw data to achieve optimal imaging of steeply-dipping extensional and compressional features and illumination of subtle amplitude anomalies.
Final Pre-Stack Time and Depth products are available now.
Discover more about the license round, the geology of this area and Spectrum’s associated seismic coverage on our unique interactive LICENSE ROUND STORY MAP. You can also visit the official license round website at somalialicensinground.com.
Spectrum has a large 2D and 3D database that can assist companies to evaluate this acreage efficiently.
Spectrum’s Seamless DRS exploration toolkit in alliance with Lyme Bay Consulting covers 166,000 km2 over APA acreage in the North Sea and Norwegian Sea Barents Sea. Lyme Bay’s Digital Reconnaissance study creates horizon-consistent surfaces from every reflector within the dataset over which amplitude, spectral decomposition and semblance attributes are overlain to produce a high resolution reconnaissance tool enabling intra-formational stratigraphic and structural features to be identified.
Within the Barents Sea Spectrum’s high quality SWB (South-West Barents) and Norsel High broadband projects cover prospective acreage.
SWB comprises over 14,100 km2 of recent vintage 3D seismic data, reprocessed with a modern broadband processing workflow. The combined coverage lies just north and west of the Johan Castberg discoveries. The southwestern part of the survey that lies within the APA area, contains similar structural features and prospective zones within the Paleocene-Eocene and Jurassic-Cretaceous.
The NSH survey combines new 3D seismic acquisition from 2017 combined with two contiguous surveys (NSH12 and BST4) to provide 3600 km2 coverage of modern broadband processed 3D over acreage with potential for prospectivity from the Jurassic to Carboniferous levels adjacent to the Nordkapp Basin. The survey images several large structural closures and covers the Norvarg and 7226/11-1 gas discoveries.
With Spectrum’s regional broadband processed 2D coverage of the Barents Sea (NBR), Norwegian Sea (MNR) and North Sea (NSR) surveys companies have the full toolkit to evaluate the prospective acreage in the APA2019 licensing round.
Oslo, 20 May 2019 – With reference to announcements on 2 May 2019, Spectrum ASA (“Spectrum”) and TGS-NOPEC Geophysical Company ASA (“TGS”) today announced that their respective board of directors have unanimously approved and decided upon a final merger agreement and merger plan in line with the terms previously announced.
The merger plan is now to be submitted to and registered by the Norwegian Register of Business Enterprises. The merger plan (with appendices) is attached to this notice.
Completion of the merger is subject to approval by extraordinary general meetings in Spectrum and TGS, expected to be held on 21 June 2019. Notices for the general meetings will be sent to shareholders shortly. As previously reported, Spectrum shareholders representing more than 34% have given their support to the transaction and undertaken to vote their shares in favor thereof.
For further information on the transaction, including strategic rationale, information on the two companies and the transaction terms, please see the companies’ announcements of 2 May 2019 available on www.newsweb.no along with the merger plan (with appendices) plus the TGS Annual Reports for 2018, 2017 and 2016.
For additional information about this press release, please contact:
Dean Zuzic; CFO
Cell: +47 414 33560
“Spectrum provides innovative Multi-Client seismic surveys and seismic imaging services to the global oil and gas industry from offices in Norway, the UK, USA, Brazil, Egypt, Australia, Indonesia and Singapore. Spectrum designs, acquires and processes seismic data to deliver high quality solutions through its dedicated and experienced workforce. Spectrum holds the world’s largest library of Multi-Client 2D marine seismic data and a significant amount of 3D seismic. The company’s strategy focuses on both the major, established hydrocarbon producing regions of the world as well as key frontier areas identified by our experienced team of geoscientists. The Spectrum library of Multi-Client data contains projects from many of the foremost oil producing regions of the world. These include new acquisition, reprocessing and interpretation reports”. www.spectrumgeo.com
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act