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Dato/tid 02.02.2017 10:12
Utsteder MultiClient Geophysical ASA
UtstederID MCG
Instrument
Marked OAX
Kategori INNSIDEINFORMASJON
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Tittel Amended offer terms and update on the voluntary offer to acquire all outstanding shares in MultiClient Geophysical ASA by Geoex Ltd
Tekst
2 February 2017, Kent, United Kingdom. Reference is 
made to Geoex Ltd's ("Geoex") voluntary cash offer 
(the "Offer") for all outstanding shares of 
MultiClient Geophysical ASA ("MCG" or the "Company") 
made on 19 January 2017 and the offer document 
approved by the Oslo Stock Exchange on 19 January 2017 
(the "Offer Document"). Reference is also made to the 
stock exchange notice published by Spectrum ASA on 1 
February 2017 of a competing voluntary offer on MCG 
(the "Competing Offer").

The Competing Offer has an offer price of NOK 1.25 per 
MCG share and an offer period that expires 16 February 
2017 at 16:30 CET (subject to extension), but is 
otherwise made on identical or similar terms and 
conditions as Geoex's Offer.

The offer price in the initial Offer made by Geoex was 
NOK 1.20 per share (the "Initial Offer Price"), 
valuating the total share capital of MCG at NOK 111.4 
million.

Geoex hereby announces certain amendments to the 
initial Offer and the Offer Document. 
Geoex has decided to increase the consideration in the 
initial Offer to NOK 1.40 per share (the "Amended 
Offer Price"), valuating the total share capital of 
MCG at approximately NOK 130.0 million (the "Amended 
Offer").
 
The Amended Offer Price represents a premium to the 
offer price offered by Spectrum ASA in the Competing 
Offer of approximately 13% and a premium to the 
Initial Offer Price offered by Geoex of approximately 
17%.

In addition, accepting shareholders will receive full 
settlement of NOK 1.40 per share upon completion of 
the Offer, and no later than 14 calendar days after 
Geoex's announcement that the Completion Conditions 
have been met or waived, i.e. no later than on 14 
April 2017. Consequently, the settlement will no 
longer be split in two as set out in the Initial 
Offer. 

No other amendments have been made to the Amended 
Offer compared to the Initial Offer and the Offer 
Document, including that that the offer period expires 
on 17 February 2017 at 16:30 CET, subject to 
extension. 

Geoex will finance the Amended Offer in part by 
existing corporate funds or funds being available to 
Geoex at the time of settlement, including part 
funding by way of a loan made available by TGS 
Geophysical (UK) Limited ("TGS"). As stated in the 
Offer Document, following and subject to completion of 
the Offer, Geoex expects to source corporate funds 
from MCG following distribution of dividend by MCG.. 
Geoex and TGS have also entered into an agreement 
under which TGS, subject to completion of the Offer, 
will acquire from Geoex certain parts of the multi-
client data library currently held by MCG. The 
majority of these multi-client data libraries are in 
Norway. The intention, as set out in the Offer 
Document, further remains to optimize both structures 
within the Company and Geoex in order to, inter alia, 
avoid duplications of functions. However, Geoex has no 
specific plans for reorganization of the MCG Group and 
intends to keep the subsidiaries of the Company in the 
Geoex structure and as of the date hereof, Geoex has 
made no firm plans in respect of any change of the 
employment relationships that are established in the 
MCG Group. However, as stated in the Offer Document 
Geoex will consider utilizing synergies and optimizing 
the management of the MCG Group following the 
Completion. This may include, inter alia, workforce 
reductions (with redundancy compensation) in the MCG 
Group.

In connection with the Offer, shareholders in MCG 
holding approximately 51.7% of the shares outstanding 
(43,321,129 shares), including majority shareholders 
Pareto Growth AS/Investorprosjekt 162 AS (17,185,750 
shares), companies directly and indirectly controlled 
by Jann Lindberg (12,288,750 shares), Sundt AS 
(5,000,000 shares) (represented on the MCG board by 
Jakob Iqbal) Jon Stærkebye (170,000 shares) (Chairman 
of the MCG Board), Tom Wolden (725,000 shares) (CEO of 
MCG), Jeroen Hoogeveen (2,334,129 shares) (CTO of 
MCG), Tor Åkermoen (2,313,750 shares) (COO of MCG), 
Alba Geo AS (2,213,750 shares) (Peter Abrahamson, CSO 
of MCG), John Whitcom (1,911,850 shares) (Managing 
Director and Vice President, MCG Singapore) and Rafael 
M. Rosell III (1,923,750 shares) (Vice President 
Business Development, MCG Asia Pacific) have 
undertaken to accept the Offer for its shares in the 
Company, subject to certain conditions, including with 
a right to withdraw their pre-acceptance if any 
competing offer or merger by any third party in 
respect of MCG or its shares or assets is made at an 
offer price that is considered as superior by the MCG 
board to the price offered by Geoex and that such 
competing transaction is publicly recommended by the 
board of MCG.

The complete terms of the Offer are set out in the 
Offer Document dated 19 January 2017, approved by the 
Oslo Stock Exchange, and which has been distributed to 
all shareholders in MCG, with known addresses and that 
legally may receive such document and accept the 
Offer. The Offer Document is also available free of 
charge at the office of the receiving agent DNB Bank 
ASA, Registrar's Department, Dronning Eufemias gate 
30, N-0191 Oslo, Norway. Telephone: +47 23 26 80 20. 

Geoex do not hold any shares in MCG as of today, 
however, acceptances in an amount of 2,694,994 shares 
(corresponding to approximately 3.0% of MCG's 
outstanding shares) in MCG have been tendered by MCG 
shareholders under the Offer as of today. Geoex does 
not expect this number to increase significantly until 
the MCG board has announced its statement on the 
offers. Such statement is indicated by the MCG board 
to be announced no less than 1 week prior to expiry of 
the offer period. Shareholders who have already 
accepted the initial Offer will be entitled to the 
benefits arising from the Amended Offer.

Aabø-Evensen & Co Advokatfirma AS is acting as legal 
advisors to Geoex Ltd in connection with the Offer.

For additional information please contact:

Geoex Ltd:

Pierre Benichou, Chairman of the Board
Telephone: +44 7545 336930
pierre.benichou@geoexltd.com

About Geoex Ltd:

Geoex is a multi-disciplinary geophysical and 
geological services company whose core business 
consists of multi-client projects and data management 
solutions, centered on the Atlantic margins.
Geoex's portfolio of services starts with an 
evaluation of new potential areas, including all 
geophysical services up to the final stages of 
marketing and promoting new data and assets. Geoex's 
activity is focused on providing support to Oil & Gas 
companies and governments to develop an efficient 
exploration strategy. Geoex is a firm believer in new 
technology and partner with innovative service 
providers to enhance our coverage of the complete 
range of geophysical services.

Geoex was founded in 2003 and is made up of 
experienced geophysicists who have worked for major 
geophysical contractors.

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

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