Extension of offer period for recommended voluntary offer to acquire all outstanding shares in MultiClient Geophysical ASA by Geoex Ltd
17 February 2017, Kent, United Kingdom. References are
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, the Offer Document approved
by the Oslo Stock Exchange on 19 January 2017 and the
stock exchange announcement on 2 February 2017 where
Geoex updated the offer terms, including, inter alia,
by increasing the offer price to NOK 1.40 per MCG
share (the "Amended Offer Price").
On 9 February 2017, the board of MCG unanimously
recommended to its shareholders to accept the Offer
from Geoex, as further set out in the stock exchange
announcement by MCG on 9 February 2017.
On 15 February 2017, Spectrum ASA announced that its
competing offer on MCG was withdrawn and that any
received acceptances under such offer were immediately
As of today, Geoex has received acceptances of the
Offer from shareholders holding 31,339,298 shares in
MCG, representing 33.76% of the issued and outstanding
shares in MCG. In addition, shareholders in MCG
holding 33,749,500 shares, representing approximately
36.35% of the issued and outstanding shares in MCG,
have undertaken to accept the Offer for its shares in
the Company. In total, shareholders representing
approximately 70.11% of the issued and outstanding
shares in MCG have as of today accepted or pre-
accepted the Offer.
As set out in the Offer Document, section 4.4 (a),
completion of the Offer is by Geoex made conditional
upon, inter alia, a minimum acceptance level of more
than 90% of the issued and outstanding shares in the
Company. Pursuant to the Offer Document section 4.10,
Geoex has the flexibility to amend the Offer,
including the acceptance period. In order to give the
shareholders of MCG additional time to accept the
Offer, Geoex hereby extends the acceptance period
under the Offer until 16:30 (CET) on 6 March 2017.
Consequently, the date of settlement date will be
adjusted accordingly, but in any event 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.
This amendment of the acceptance period is approved by
the Oslo Stock Exchange. There are no other amendments
to the Offer.
The pre-accepting shareholders comprise majority
shareholders Pareto Growth AS/Investorprosjekt 162 AS
(17,185,750 shares), CFM Indosuez , a company directly
and/or indirectly controlled by Jann Lindberg
(11,563,750 shares) and Sundt AS (5,000,000 shares)
(represented on the MCG board by Jakob Iqbal. The pre-
acceptances are 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, as amended on 2
February 2017, both as approved by the Oslo Stock
Exchange. The Offer Document 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.
Aabø-Evensen & Co Advokatfirma AS is acting as legal
advisors to Geoex Ltd in connection with the Offer.
For additional information please contact:
Pierre Benichou, Chairman of the Board
Telephone: +44 7545 336930
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
This information is subject of the disclosure
requirements pursuant to section 5-12 of the Norwegian
Securities Trading Act.