* TGS submits a conditional offer for the multi-client data library of PGS for
    a cash consideration of USD 600 million
  * The offer values the multi-client data library in excess of the full
    reported book value and secures PGS liquidity to repay the USD 135 million
    revolving credit facility due September 2020
  * TGS proposes a post-closing collaboration agreement for future PGS multi-
    client projects and preferential rights for PGS to offer their 3D-fleet for
    future TGS data acquisition
  * A successful offer will broaden TGS´ multi-client geophysical data offering
    in all major mature and frontier basins world-wide
  * The offer will be financed by on-balance cash, a new term loan facility and
    new equity

OSLO,  NORWAY (6 August 2020) - TGS-NOPEC  Geophysical Company ASA ("TGS" or the
"Company",  OSE: TGS) announced today that  it has submitted a conditional offer
for  the  purchase  of  the  multi-client  data  library of PGS ASA ("PGS") (the
"Offer").  Under the Offer, PGS would, upon  consummation of the sale, receive a
cash  consideration of USD  600 million. In addition,  TGS has proposed that the
parties  enter into a post-closing collaboration agreement for future PGS multi-
client projects, which also would include certain preferential rights for PGS to
offer their 3D-fleet for future TGS data acquisition.

The proposed transaction presents an opportunity for PGS and its stakeholders to
monetize  its multi-client  data library  in excess  of its full reported value,
delivering substantial funds to PGS in what are challenging times for the entire
seismic industry. The Offer will secure the liquidity required to repay PGS' USD
135 million  revolving  credit  facility  due  September  2020 and  will further
significantly  deleverage the  company to  support its  continued operations and
enhance the ability to service the remaining debt.
For  TGS, the  acquisition of  PGS' multi-client  data library would broaden the
Company's  offering as  a multi-client  geophysical data  provider in  all major
mature and frontier basins world-wide.

Commenting on the Offer, Kristian Johansen, CEO of TGS said:

"We  see a  strong complement  between our  existing business  and the  PGS data
library  and  the  opportunity  to  leverage  our expertise and scale to improve
returns.  Concurrently, a refocused  and refinanced PGS  will be a world-leading
and  highly innovative provider of acquisition technology and marine acquisition
capacity,  providing  a  strong  platform  for  creating long-term value for the
company´s  stakeholders. The proposed transaction  is thus aimed at safeguarding
customers'   access   to   leading  acquisition  technology,  high-quality  data
acquisition  capacity and  top tier  data processing  capabilities, whether they
choose to purchase data through the contract model or the multi-client model. We
believe  the  consolidation  and  further  partnership between our two companies
carries  a strong industry  logic and we  look forward to  initiate the dialogue
with the management and board of PGS."

Background for the Offer

Over  the past  years the  seismic industry  has seen  a sharp drop in aggregate
return  on  capital  caused  by  a  combination  of  a  lower  oil price, a more
consolidated  customer base and  over-capacity on the  supply side. As a result,
industry  players have changed  their strategy towards  specialization such that
most  companies have  become either  pure vessel  operators or pure multi-client
providers.  TGS has since  its inception focused  on an asset light multi-client
operation and has grown to become a leading global multi-client seismic company.

PGS  has built  a significant  multi-client library  and is  a key player in the
seismic industry. As opposed to TGS, PGS has been an integrated operator, and is
today  the only remaining player in  the industry pursuing both data acquisition
and multi-client seismic strategies.

Following  recent market developments, TGS is of  the view that a combination of
the TGS and PGS multi-client businesses will improve the ability of the industry
to  deliver best in class services to its customers while creating value for its
owners  and  other  stakeholders.  TGS  strongly  believes  that the combination
contemplated  under the Offer will deliver more scale, better data and increased
efficiencies  in the seismic industry.  At  the same time, the transaction would
position  PGS  credibly  as  one  of  the  most  solid in the seismic vessel and
acquisition   industry,   supported   by  a  robust  balance  sheet  and  strong
technologies.

Key terms and financing of the Offer

  * The Offer comprises the entirety of the multi-client data library of PGS,
    including all existing data and work-in-process, as well as the contractual
    arrangements associated with the foregoing (the "PGS MC Library"). The Offer
    assumes an effective date of 1 July 2020.
  * The Offer values the PGS MC Library at USD 600 million, with full
    consideration in cash on completion, representing a meaningful premium to
    the USD 565m book value (as reported by PGS in its financial report for the
    2(nd) quarter of 2020).
  * The transaction contemplates a post-closing collaboration between the
    parties that comprises a framework arrangement for future acquisition
    services by PGS to TGS as well as the opportunity for TGS to participate in
    future multi-client opportunities pursued by PGS.
  * The Offer is subject to a customary, limited scope, confirmatory due
    diligence and entering into definitive agreements for the transaction, and
    completion will be conditional upon any required approvals by an
    extraordinary general meeting in TGS in respect of the equity financing of
    the transaction, and other customary closing conditions, including relevant
    regulatory approvals.

The  Offer will be financed by on-balance cash,  a new term loan facility of USD
200 million  and new equity. TGS,  with its very robust  balance sheet, has seen
strong  support for the  debt financing of  the Offer and  is in the position to
execute  on such in a timely basis to secure the completion of the Offer. As for
the  equity financing, TGS will revert with  further details of the structure of
such  financing in  due course.  TGS remains  committed to  maintaining a strong
financial position and its existing dividend policy.
The  Offer  as  presented  to  PGS  is  non-binding  at this juncture and may be
withdrawn  by TGS at its sole discretion at any time until definitive agreements
in respect of the Offer are entered into.

Timeline

The  Offer  presented  to  PGS  is  valid  until 16 August 2020. The transaction
contemplated  by  the  Offer  is  subject  to  transaction  documentation  being
finalized  and executed, and  TGS is prepared  to swiftly enter into discussions
with  PGS with  the aim  of securing  a definitive  agreement in  an expeditious
manner.  While the timeline  is not under  the full control  of TGS, the Company
believes  that, with  a mutual  commitment to  a process, a definitive agreement
could  be entered into by the end of August. Closing of a transaction is subject
to  satisfaction of  all relevant  closing conditions,  including the receipt of
necessary  regulatory approvals or expiration  of statutory waiting periods, and
would occur as soon as possible thereafter. Although a full analysis has not yet
been  completed, TGS foresees no material issues  in relation to the securing of
regulatory approvals, i.a. in view of the moderate size of acquired annual sales
relative  to the USD 4+ billion total seismic  market, and is confident that all
conditions for completion would be satisfied. TGS expects that completion of the
transaction  could take place in 60-90 days after the signing, subject to timing
of regulatory approvals.

Advisors

ABG  Sundal  Collier  ASA  is  engaged  as  financial advisor and Advokatfirmaet
Thommessen  AS is acting as legal counsel  to the Company in connection with the
Offer.

Kristian  Johansen, CEO of TGS, will host a conference call to discuss the Offer
at 15:00 (CEST) on 7 August.

Dial-in details:

PIN Code for all countries: 938720
Norway: + 47-21-956342
Sweden: +46-8-1241-0952
Denmark: +45 7876 8490
UK: +44-203-7696819
USA: +1 646-787-0157

Please  dial  in  5-10 minutes  prior  to  the  call  to ensure that you will be
connected in time.

For further information, please contact:

Sven Børre Larsen
Head of Business Development and M&A
Tel: +47 909 43 673
E-mail: sven.larsen@tgs.com

Fredrik Amundsen
CFO
Tel: +47 995 89 882
E-mail: fredrik.amundsen@tgs.com

About TGS

TGS-NOPEC Geophysical Company ASA (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

Important Notice

This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company.

Neither this announcement nor any copy of it may be made or transmitted into the
United States, or distributed, directly or indirectly, in the United States.
Neither this announcement nor any copy of it may be taken or transmitted
directly or indirectly into Australia, Canada, Japan, Hong Kong, New Zealand or
South Africa or to any persons in any of those jurisdictions, except in
compliance with applicable securities laws. Any failure to comply with this
restriction may constitute a violation of national securities laws. The
distribution of this announcement in other jurisdictions may be restricted by
law and persons into whose possession this announcement comes should inform
themselves about, and observe, any such restrictions. This announcement does not
constitute, or form part of, an offer to sell, or a solicitation of an offer to
purchase, any securities in Australia, Canada, Japan, South Africa, Hong Kong,
New Zealand or the United States or in any jurisdiction to whom or in which such
offer or solicitation is unlawful.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or any securities laws of any state or other jurisdiction of the United
States and may not be offered or sold within the United States except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with applicable state law.
There will be no public offer of the securities in the United States.

This announcement is an advertisement and does not constitute a prospectus for
the purposes of the Prospectus Regulation (EU) 2017/1129 (as amended, together
with any applicable implementing measures in any Member State, the "Prospectus
Regulation"). In any EEA Member State that has implemented the Prospectus
Regulation, this communication is only addressed to and is only directed at
qualified investors in that Member State within the meaning of the Prospectus
Regulation. In addition, in the United Kingdom, this announcement is not being
distributed, nor has it been approved for the purposes of Section 21 of the
Financial Services and Markets Act 2000 ("FSMA"), by a person authorized under
FSMA and is directed only at persons who (i) are outside the United Kingdom,
(ii) are investment professionals falling within Article 19(5) of the U.K.
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order") or (iii) high net worth companies, and other persons to
whom it may lawfully be engaged with, falling within Article 49(2)(a) to (d) of
the Order (all such persons in (i), (ii) and (iii) above together being referred
to as "relevant persons"). Under no circumstances should persons who are not
relevant persons rely or act upon the contents of this announcement. Any
investment or investment activity to which this announcement relates in the
United Kingdom is available only to, and will be engaged only with, relevant
persons.

Matters discussed in this announcement may constitute forward- looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond its control.
Such risks, uncertainties, contingencies and other important factors could cause
actual events to differ materially from the expectations expressed or implied in
this release by such forward-looking statements.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.



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