TGS Wavefield - Merger Plan approved by the EGMs of both companies.

Oslo, Norway Friday 21 September, 2007 - On 20 September 2007 the Extraordinary General Meetings of TGS-NOPEC Geophysical Company ASA and Wavefield Inseis ASA approved the merger plan dated 20 August 2007 in order to merge the two companies.

 

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At the Extraordinary General Meetings of TGS-NOPEC Geophysical Company ASA ("TGS") and Wavefield Inseis ASA ("Wavefield Inseis") 20 September 2007, the merger plan entered into between the two companies' boards of directors 20 August 2007 was approved.

 

The Extraordinary General Meetings of TGS and Wavefield Inseis have elected Anders Farestveit and Arne K. Mæland, respectively, to act as an observer on the Board of Directors of each company until completion of the merger.

 

In accordance with the merger plan, the Extraordinary General Meeting of TGS-NOPEC Geophysical Company ASA also elected a new board of directors and resolved various amendments to the company's articles of association, both resolutions to take effect from the date of completion of the merger.

 

Subject to completion of the merger, the Board of Directors was also granted an authority to acquire own shares on behalf of the company, provided that the total nominal value of own shares shall not exceed 10% of the company's share capital, and an authority to increase the share capital by up to NOK 3,950,000.

 

For further information, reference is made to previous stock exchange notices, and the attached minutes from the Extraordinary General Meeting.

 

The resolution to merge the two companies will be registered in the Norwegian Register of Business Enterprises as soon as possible. Such registration will trigger a two month creditor notice period which is expected to expire on 21 November 2007. Completion of the merger will take place after the end of the creditor notice period and as soon as the relations to any objecting creditors have been clarified.

 

Further information on the merger can be obtained at www.tgsnopec.com, www.wavefield-inseis.com and www.oslobors.no.

 

 

 

 Important notice and disclaimer

 

This press release is issued pursuant to the requirements of Norwegian law and the Oslo Børs and is not an offer to buy, sell or exchange any of the securities described herein.  This press release may not be relied upon by any person to whom it was not intended to be provided.  The press release is explicitly not an offer of securities for sale or exchange in the United States.  Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.  Neither TGS-NOPEC Geophysical Company ASA nor Wavefield Inseis ASA have registered, and neither company intend to register, any portion of their securities in the United States.

 

The press release includes statements that may constitute forward-looking statements. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond TGS' and Wavefield Inseis' control. All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Although TGS and Wavefield Inseis believe that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The forward-looking statements involve risk.