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TGS-NOPEC (Other OTC: TGSNF.PK) Asker, June 17th, 2008. TGS refers to its June 4th and 6th releases as well as the presentation slides (especially slides #25 and #26) regarding the merger with Wavefield-Inseis posted from the June 5th annual general meeting of TGS shareholders.
TGS has a clear, strong and broad-based directive from its shareholders not to increase the merger exchange ratio.
Ahead of tomorrow's annual general meeting in Wavefield-Inseis ASA, TGS would like to reiterate that approval of the Sector Omega proposed resolution would not result in a revised merger arrangement, but would instead result in a continuation of dispute resolution through the previously agreed arbitration process. Furthermore, TGS would like to highlight the fact that any proposal whatsoever to alter the financial structure of the merger is legally deemed as a change in the exchange ratio and any change to the exchange ratio, no matter how small, would require a completely new merger process requiring four to five months to complete. Solution through arbitration is a quicker alternative.
On the other hand, should the Wavefield-Inseis AGM approve the resolution proposed by Range Capital Partners, the merger could be completed within approximately one week.
Finally, TGS has been and continues to be willing to discuss Board composition of the merged company as a means to resolve dispute. Such a solution could be accomplished without a lengthy new merger process and could be completed within two to three weeks.
For more information, please contact:
Investor Relations:
Arne Helland CFO of TGS Tel: +47 66769931/+47 91887829 arne@tgsnopec.no
John Adamick VP Business Development Tel: +1 713 860 2114 jada@tgsnopec.com
For questions about the legal issues around the Merger, please contact:
Arne Didrik Kjørnes Wikborg Rein Legal Advisor of TGS Tel.: (+47) 22 82 76 09 Mobile: (+47) 913 23 066 adk@wr.no
