Magseis Fairfield announces the conclusion of independent statement related to the mandatory exchange offer by TGS to acquire remaining MSEIS shares

December 14, 2022

(Oslo, 14 December 2022) On 11 October 2022 TGS ASA (“TGS”) completed the recommended voluntary offer to acquire Magseis Fairfield ASA (“Magseis” or the “Company”), through which TGS acquired approximately 75.40% of the issued and outstanding shares in Magseis. The offer triggered an obligation to make a mandatory offer for all the remaining shares in Magseis pursuant to Chapter 6 of the Norwegian Securities Trading Act. On 10 November 2022, TGS launched the mandatory offer to acquire all the shares in Magseis that are not already owned by TGS (the ”Offer” or the “Mandatory Offer”).

Pursuant to the Norwegian Securities Trading Act section 6-16, the Board of Directors of Magseis shall provide a statement on the Offer (the “Opinion”). In this case, Oslo Børs is of the opinion that the Offer has been made in concert with the Board of Directors of Magseis as the voluntary offer was recommended by the Board of Directors of Magseis. Oslo Børs, in its capacity as take-over supervisory authority, has therefore decided that the statement from Magseis on the Mandatory Offer shall be made by an independent expert engaged by Magseis. Magseis has engaged PricewaterhouseCoopers AS (”PwC”, “we” or “us”) to issue the statement on behalf of Magseis.

PwC’s conclusion:

“Subject to the foregoing conditions and limitations, it is PwC’s Opinion that the Offer as at this date, from a financial point of view, is fair to the owners of shares in Magseis.

Please note that we do not express any opinions or recommendations as to whether existing shareholders should accept the Offer. Each shareholder should make its own assessment and evaluation of the attractiveness of the Offer.”

Click here to download full report from PwC

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

For further information, please contact:

Carel Hooijkaas, CEO
Tel: +47 480 49 277

Stig Hognestad, CFO
Tel: +47 902 59 040


Magseis Fairfield is the global leading provider of ocean bottom seismic (OBS) technology and data acquisition projects. The company has a flexible business model with full scale node operations, as well as lease and sale models. The Marine Autonomous Seismic System "MASS" nodes and the range of Z-nodes combined with handling systems and source technology enables market leading deployment speed and highly cost-efficient acquisition of data with exceptional quality.