Oslo, 2 May 2019

Spectrum ASA ("SPU" or the "Company", OSE: SPU) hereby announces an agreement to
principle terms with TGS-NOPEC Geophysical Company ASA ("TGS" or the "Company",
OSE: TGS) of an acquisition of Spectrum by TGS, creating a leading provider of
2D and 3D seismic data.

The  transaction is expected to  be completed as a  statutory merger pursuant to
Norwegian  corporate law between TGS and  Spectrum, with merger consideration to
Spectrum  shareholders  in  the  form  of  0.28x ordinary shares of TGS for each
Spectrum  share (the "Exchange  Ratio"), in addition  to a cash consideration of
USD  0.27 multiplied by  the Exchange  Ratio subject  to the transaction closing
after  the ex-date for the TGS dividend payable in Q3 2019 (expected to be early
August  2019). The Exchange Ratio and the cash consideration imply a transaction
share price of Spectrum of NOK 61.9 per share (based on closing of the TGS share
on  2 May 2019), corresponding to  a market capitalization  of NOK 3,671 million
(USD  422 million) on a fully diluted basis. The transaction is supported by the
board  of directors of each  of the companies, as  well as Spectrum shareholders
representing  more than 34% who have given  their support to the transaction and
agreed  to undertake to  vote their shares  in favour thereof. Definitive merger
documents  are  expected  to  be  entered  into  during May, with closing of the
transaction  expected  during  the  third  quarter of 2019 following shareholder
approvals in EGM and regulatory clearance.

The  transaction will  create a  leading multi-client  geophysical data provider
with  a 2D and  3D seismic data  library covering  all major mature and frontier
basins  world-wide.  Spectrum has  successfully built a  substantial presence in
the  South Atlantic  and other  important frontier  regions. With TGS' extensive
library and financial robustness, the combined entity will be well positioned to
accelerate  3D seismic investment plans in an improving market. Furthermore, the
combined  libraries  will  have  a  scale  that will help accelerating TGS' data
analytics strategy

In  addition  to  providing  a  platform  for  further  profitable  growth,  the
combination  will  benefit  from  significant  cost synergies with a preliminary
estimate of approximately USD 20 million annually.

"Over the past years, Spectrum has been through a growth phase with particular
focus on establishing profitable positions in non-mature exploration basins,
especially along the Atlantic margin. TGS´ interest in Spectrum is a
manifestation of the solid position built by the Spectrum organization over a
long time. Being ready for the next phase of the strategic growth plan, TGS is
an excellent match, with its asset-light multi-client strategy and strong
balance sheet. Altor Fund IV are proud to be part of creating a leading multi-
client company, with a strong presence in all the major basins and superior cash
generation capabilities", stated Pål Stampe, Chairman of the board of Spectrum
and partner at Altor Equity Partners, the investment advisor to Altor Fund IV."

"The  strategic combination of TGS and Spectrum  will form a stronger and better
company  with a  world class  data library,  people and  opportunities.  We look
forward  to joining  forces with  TGS. There  are strong strategic benefits from
combining  the companies, and we believe we can  enhance our growth as part of a
larger  combined company," stated Rune Eng,  President & Chief Executive Officer
of Spectrum.

"Spectrum  has  successfully  built  a  strong  position in key offshore basins,
particularly  in the South Atlantic. The transaction  thus fits well with one of
TGS's  key  strategic  goals  of  growing  exposure  to  this  region. Moreover,
Spectrum's  library, and  in particular  the vast  2D coverage, further  adds to
TGS's strategy within data analytics, where access to large amounts of data is a
key  success factor.  TGS remains  committed to  maintain the  existing dividend
policy and emphasizes that the strong cash position, the combination of two free
cash  flow  positive  entities,  and  significant  cost  synergies,  will enable
continued industry leading shareholder returns", stated Kristian Johansen, Chief
Executive Officer of TGS.

Support from board of directors, management and Spectrum shareholders
The transaction is supported by the board of directors of Spectrum, who has
unanimously concluded that the transaction both from a financial and industrial
perspective represents an attractive alternative for all its stakeholders. In
addition, Spectrum shareholders representing more than 34% have given their
support to the transaction, on certain conditions, and undertaken to vote their
shares in favor thereof. These shareholders include management of Spectrum,
funds managed by Altor Fund IV and Gross Management AS (investment company of
Spectrum director Glen Ole Rødland. Altor Fund IV (via Pål Stampe as Chairman of
the Board and Maria Tallaksen as Board member) and Gross Management AS (Glen Ole
Rødland as Board member) are represented on the Board of Directors of Spectrum.
The above support and undertakings remain subject to consummation of definitive
merger documentation.

Key terms of the transaction:

Based  on a TGS  share price as  of close 2 May  2019 of NOK 218.8, the exchange
ratio  plus  the  cash  consideration  implies  a  fully diluted equity value of
Spectrum  of NOK 3,671 million, corresponding to a price per share of NOK 61.9.
This  represents  a  premium,  including  the  cash  consideration,  of 10.2% to
Spectrum  based on closing price on 2 May 2019 and a premium of 32.8% and 17.5%
to Spectrum based on 6 month and 12 month VWAP as of 2 May 2019, respectively.

The shareholders of Spectrum will (on a fully diluted basis) receive:

 1. 0.28 shares of TGS per one (1) share in Spectrum, corresponding to 7 TGS
    shares per 25 Spectrum shares, meaning that the shareholders of Spectrum
    upon completion of the transaction will receive a total of 16.6 million
    shares in TGS, representing 13.9% of all issued shares in TGS immediately
    following completion of the transaction. Fractional consideration shares
    will be settled in cash.
 2. An additional cash consideration to Spectrum shareholders of the NOK
    equivalent of USD 0.27 multiplied with the Exchange Ratio, if the
    Transaction is consummated after the ex-date for the TGS quarterly dividend
    payment in Q3 2019 (expected to be early August 2019).

Further details regarding the valuations and the exchange ratio will be included
in  the  merger  plan  which  is  expected  to be published during May 2019. The
transaction   remains   subject   to  such  merger  plan  and  other  definitive
documentation  being finalised and executed, as  well as other customary closing
conditions  such as  relevant regulatory  approvals and  consents, expiry of the
statutory  waiting periods, no material adverse change occurring and approval by
extraordinary  general meetings  in TGS  and Spectrum  with at  least two-thirds
majority  of the votes cast and of the share capital represented. Closing of the
transaction  would  occur  as  soon  as  possible thereafter following necessary
regulatory approvals and statutory waiting periods.

The  completion of the transaction and  the issuance of the consideration shares
are  expected  to  take  place  in  the  third  quarter  of 2019, subject to the
conditions being fulfilled.

Reciprocal  confirmatory  due  diligence  has  been  completed  by  both TGS and
Spectrum  and completion of  the transaction is  not subject to  any further due
diligence review.
Further  information regarding the transaction will  be provided in a conference
call at 14:00 (CEST) on Friday 3 May and in relation to Q1 2019 reporting, which
will be held on 10 May 2019.

Clarksons  Platou Securities  acts as  financial advisor  and Wiersholm  acts as
legal  advisor to Spectrum. Carnegie acts  as financial advisor and Schjødt acts
as legal advisor to TGS.

For further information, please contact:
Rune Eng, CEO
Email: rune.eng@spectrumgeo.com
Tel: +47 915 70 845

Dean Zuzic, CFO
Email: dean.zuzic@spectrumgeo.com
Tel: +47 41 43 35 60

About Spectrum:
Spectrum provides innovative Multi-Client seismic surveys and high- quality
seismic imaging services to the global oil and gas industry from offices in the
Norway, UK, USA, Brazil, Egypt, Australia, Indonesia and Singapore. Spectrum
designs, acquires and processes seismic data to deliver high quality solutions
through its dedicated and experienced workforce. Spectrum holds the world's
largest library of Multi-Client 2D marine seismic data and a significant amount
of 3D seismic. The company's strategy focuses on both the major, established
hydrocarbon-producing regions of the world as well as key frontier areas
identified by our experienced team of geoscientists. The Spectrum library of
Multi-Client data contains projects from many of the foremost oil producing
regions of the world. These include new acquisition, reprocessing and
interpretation reports.

For more information visit Spectrum online at www.spectrumgeo.com
(http://www.spectrumgeo.com/)

About TGS:
TGS-NOPEC Geophysical Company (TGS) provides multi-client geoscience data to oil
and gas Exploration and Production companies worldwide.  In addition to
extensive global geophysical and geological data libraries that include multi-
client seismic data, magnetic and gravity data, digital well logs, production
data and directional surveys, TGS also offers advanced processing and imaging
services, interpretation products, and data integration solutions.

For more information visit TGS online at www.tgs.com (http://www.tgs.com)

This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act