HOUSTON, TEXAS and OSLO, NORWAY- Geokinetics Inc. (NYSE Amex: GOK) and Petroleum Geo-Services ("PGS")(OSE: PGS) today announced that they have signed a definitive agreement under which US based Geokinetics, a leading provider of seismic data acquisition, processing and interpretation services, will acquire the onshore seismic data acquisition business and onshore MultiClient library business (PGS Onshore Business Unit) of PGS in a cash and stock transaction valued at approximately USD 210 million, of which approximately USD 184 million will be paid in cash. PGS expects an estimated gain on the transaction in the range of USD 10 - 20 million to be reported in Q1 2010.
The final purchase price is subject to certain post-closing adjustments. The transaction is expected to close in the first quarter of 2010 and is subject to certain customary closing conditions including approval of certain competition authorities, but not a financing condition.
The combination of Geokinetics and the onshore business of PGS will create the second largest onshore seismic acquisition company in the world in terms of crew count and the largest based in the Western Hemisphere. The company will have the assets and technical capabilities for up to 38 crews and carry in excess of 207,000 equipment channels, more than 150 vibroseis units and possess in excess of 6,240 square miles of MultiClient library data upon completion of current projects in progress.
The combined company will be geographically diversified with a significant presence in Africa, Asia and the Americas. Combined, the two companies will offer a broad range of technologies that include transition zone ("TZ"), ocean bottom cable ("OBC") and land vibroseis, and can compete effectively within the entire onshore seismic value chain of planning, acquisition, processing and interpretation services.
In 2008, PGS Onshore generated USD 74.2 million in EBITDA on revenues of USD 273.1 million. For the nine months ended September 30, 2009, it generated USD 13.4 million in EBITDA on revenues of USD 136.2 million. PGS Onshore had an order book of USD 196 million as of September 30, 2009. (Figures are according to International Financial Reporting Standards, IFRS).
Jon Erik Reinhardsen, President and Chief Executive Officer of Petroleum Geo-Services comments: "The combination of PGS' and Geokinetics' competence and market presence will create a new force in the onshore seismic industry. As a future key shareholder, we are excited about the growth potential and leading market position of the new Geokinetics. This transaction will add value for our shareholders, our employees and our customers."
Mr. Reinhardsen continues: "At the same time, this transaction establishes PGS as a focused marine geophysical company. The strengthened financial position of PGS will further allow us to continue to develop the most efficient fleet and leading edge technology in the industry."
Richard F. Miles, President and Chief Executive Officer of Geokinetics, said,
"We are extremely pleased to enter into this agreement as it solidifies Geokinetics' position as the clear leader in the onshore seismic data acquisition business. With the addition of PGS Onshore's technologies; its broad international operations capable of working in diverse climate conditions; its extensive MultiClient library providing multi-year potential and a focus on high-impact drilling areas or areas of high lease turnover, we will be able to expand our services, accelerate our entrance into the MultiClient business and enhance our position within the seismic contractor industry. "
Geokinetics has agreed to pay for this acquisition through a combination of cash and common stock. At closing, Geokinetics will issue to PGS a number of 2.15 million shares equal to 19.9% of its current outstanding common shares valued for purposes of the transaction at USD 12.11 per share. The remainder of approximately USD 184 million will be paid in cash. Following the closing of the transaction, PGS is expected to be the second largest shareholder of Geokinetics.
The transaction is not subject to a financing condition. Geokinetics has received a bridge financing commitment from RBC Capital Markets Corporation and in addition, Geokinetics will also explore various capital markets financing transactions prior to closing. Further details are available in today's release from Geokinetics. RBC Capital Markets Corporation served as Geokinetics' financial advisor, while Pareto Securities served as financial advisor to PGS for this transaction.
The Onshore Business unit represented 12 % of the total revenues of PGS in the first nine months of 2009. PGS expects to report the Onshore Business unit as discontinued operations starting in the Q4 2009 reporting and 2009 annual report. PGS expects to report a gain on the sale of the Onshore business in Q1 2010 of USD 10 million to USD 20 million, net of allocated portion of the group's goodwill amounting to USD 35 million and transaction costs.
ABOUT PETROLEUM GEO-SERVICES ONSHORE BUSINESS
The onshore business of PGS is engaged in seismic acquisition operations on land, including onshore MultiClient library, and in shallow water and transition zones. With capacity for up to 13 crews in 10 countries, PGS Onshore has widespread international operations with exposure in Asia, Africa, and South America and has an extensive presence in Mexico supported through long-term contracts. Its geographic capabilities vary from the severe desert conditions of the Middle East and North Africa to mountain, jungle and swamp regions where it manages the logistics of high manpower crews in traditionally challenging environments. PGS Onshore also operates effectively in the environmentally sensitive terrain of the Arctic. Its high channel capability allows the efficient acquisition of extremely high density land surveys, and its transition zone capabilities enable the recording of continuous data sets from onshore out to operational streamer depths. PGS Onshore also has an extensive MultiClient library with over 5,500 square miles mapped, covering Texas, Alaska, Oklahoma and Wyoming, as well as significant equipment including approximately 85,000 channels and 84 vibrator units. The onshore business employs approximately 450 regular employees and 3,400 contracted employees.
ABOUT PETROLEUM GEO-SERVICES (PGS)
Petroleum Geo-Services is a focused geophysical company providing a broad range of seismic and reservoir services, including acquisition, processing, interpretation, and field evaluation. The company also possesses the world's most extensive MultiClient data library. PGS operates on a worldwide basis with headquarters at Lysaker, Norway.
For more information on Petroleum Geo-Services visit www.pgs.com
Geokinetics is a leading provider of seismic data acquisition, processing and interpretation services to the oil and gas industry worldwide with over 25 years of experience operating in hard to penetrate markets and expertise in tough, challenging operating environments. It provides seismic data acquisition services by collecting 2D, 3D and multi-component seismic data in land, TZ and shallow water OBC environments. In addition, it performs work for seismic data library companies. Geokinetics provides seismic data acquisition services in the United States, Western Canada, the Canadian Arctic, Central and South America, Africa, the Middle East, Australia, New Zealand and the Far East. Geokinetics' global strategy and presence allows the easy redeployment of assets to the most attractive regions. Crews use the latest technology and most appropriate methodology and equipment for each operating environment and are able to move easily between land and TZ environments. With a channel count of approximately 122,000, it has capacity to operate up to 25 total crews worldwide.
ADDITIONAL INFORMATION ON THE TRANSACTION
Key Financial Figures - Onshore Segment - IFRS
Quarter ended Nine months ended
Years ended December 31, September 30, September 30,
2008 2007 2006 2009 2008 2009 2008
(In thousands of US Dollars)
Revenues $273 074 $246 448 $263 350 $ 55 334 $ 72 226 $136 162 $204 350
EBITDA 74 161 79 223 62 684 11 139 18 035 13 411 60 515
Depreciation and amortization (62 352) (67 894) (33 282) (7 085) (13 838) (19 082) (51 760)
Operating profit (loss) (i) $ 11 809 $ 11 329 $ 29 402 $ 4 054 $ 4 197 $ (5 671) $ 8 755
(i) Operating profit (loss) excludes financial items and income taxes.
2008 2007 2006
(In thousands of US Dollars)
Property and equipment $ 57 889 $ 38 954 $ 26 337
MultiClient library 60 392 42 683 27 747
Total assets (i) 234 358 161 654 133 395
(i) Includes cash & cash equivalents and restricted cash that are not part of the transaction.
The amounts above are prepared in accordance with IFRS. Amounts reported previously by Geokinetics are in US GAAP. Certain differences between IFRS and US GAAP exist, primarily related to the treatment of research and development expenses, which may result in significant differences between the two methods.
The employment of Onshore Group President with PGS Onshore Inc will be discontinued after the transfer of this company to Geokinetics. The discontinuance of the Onshore Group President current position in PGS triggers the right to severance pay under his existing employment contract. This severance pay provision has been replaced by a 12 month employment offer with another PGS entity and a compensation package that addresses the consequences of the transaction for the Onshore Group President.
The Board of Directors of PGS Onshore :
There is no board for "PGS Onshore" as it is a business unit and not a legal entity.
The management group of PGS Onshore is:
Eric Wersich President
Susan Gair Controller
Andrew Clark GM Worldwide Business Development
Norberto Soto GM Latin America Operations
Gerry Gilbert VP Eastern Hemisphere Operations
Wayne Millice VP North America Operations
James Bogardus VP MultiClient
Bill Pramik VP Geophysics
The information included herein contains certain forward-looking statements that address activities, events or developments that PGS expects, projects, believes or anticipates will or may occur in the future. These statements are based on various assumptions made by PGS, many of which are beyond its control and are subject to certain additional risks and uncertainties. PGS is subject to a large number of risk factors including but not limited to the demand for seismic services, the demand for data from our MultiClient data library, the attractiveness of our technology, unpredictable changes in governmental regulations affecting our markets and extreme weather conditions. For a further description of other relevant risk factors we refer to our Annual Report for 2008. As a result of these and other risk factors, actual events and our actual results may differ materially from those indicated in or implied by such forward-looking statements. The reservation is also made that inaccuracies or mistakes may occur in the information given above about current status of PGS or its business. Any reliance on the information above is at the risk of the reader, and PGS disclaims any and all liability in this respect.
FOR DETAILS, CONTACT:
Tore Langballe, SVP Corporate Communications
Phone: +47 67 51 43 75
Mobile: +47 90 77 78 41
Bård Stenberg, Investor Relations Manager
Phone: +47 67 51 43 16
Mobile: +47 99 24 52 35
US Investor Services
Phone: +1 281 509 8712