TGS-CALIBRE Geophysical and Nopec International plan to merge

Mar 13, 1998 01:00 AM

TGS-CALIBRE Geophysical Company and Nopec International ASA have signed a Letter of Intent to combine the two companies, creating a leading global provider of non-exclusive seismic data and associated products to the oil and gas industry.
The new company will be named TGS-NOPEC Geophysical Company ASA.
TGS-NOPEC will market and control one of the largest and most comprehensive non-exclusive 2-D seismic data libraries in the world, consisting of over 600,000 miles of offshore seismic data in the Gulf of Mexico, North Sea, West Africa, Australia, and the Far East.
TGS-NOPEC will also control and market over 63,000 sq km of non-exclusive 3-D data, located primarily in the Gulf of Mexico and the North Sea.
Under terms of the Letter of Intent, TGS-CALIBRE shareholders will receive approximately 11 million newly issued shares of Nopec International in return for all the outstanding shares of TGS. Nopec International currently has approximately 12.4 mm shares outstanding. Combined 1997 annual gross sales of the two companies were approximately $ 200 mm and combined profits before tax were approximately $ 36.2 mm.
TGS-NOPEC plans to expand its seismic libraries and geographic areas of operation utilising Nopec's fleet of 2-D seismic vessels, which will grow from 2 vessels currently in operation to 4 vessels during 1998. Additional 3-D surveys on a world-wide basis will be conducted in co-operation with one or more 3-D acquisition contractors.
TGS-CALIBRE's current CEO, Mr. Hank Hamilton, who will become the CEO of the combined company, said: "TGS and Nopec have pursued remarkably parallel paths in different, complementary geographic markets. Each company has a solid history of profitability and an excellent reputation for delivering quality products, which enable our customers to find oil and gas more efficiently. The union of TGS and Nopec creates a truly global basis for stronger growth and better service than either company could expect to individually achieve."
TGS-NOPEC's operational headquarters will be located in Houston. The financial headquarters and centre for international vessel operations will be in Norway. Branch offices are located in Bedford, England and Perth, Australia.
Mr. Kjell Finstad, the current Director of Nopec International, will be the Chairman of the Board. David Worthington, Steve Lambert and Hank Hamilton, all from TGS-CALIBRE, will serve on the board of directors along with two additional directors from Nopec International.

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