Geoex Counters Spectrum in MCG Bid War

Geophysical and geological services company Geoex has decided to increase its offer for all outstanding shares of MultiClient Geophysical (MCG) to NOK 1.40 per share.

The new offer valuates the total share capital of MCG at approximately NOK 130.0 million. The initial offer made by Geoex was NOK 1.20 per share (share capital of NOK 111.4 million).

To remind, Spectrum has then followed with a competing offer of NOK 1.25 per MCG share that expires February 16, 2017.

The new offer by Geoex also indicates that accepting shareholders will now receive full settlement of NOK 1.40 per share upon completion of the offer, and that the settlement will no longer be split in two as set out in the initial offer.

Geoex will finance the 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.

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.

Possible Workforce Reductions

Geoex said it 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. However, Geoex could consider utilizing synergies and optimizing the management of the MCG following the completion. This may include, inter alia, workforce reductions (with redundancy compensation) in the MCG.

Pre-acceptance in Place

In connection with the offer, shareholders in MCG holding approximately 51.7% of the shares, including majority shareholders Pareto, 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.