Welcome to the presentation of a very exciting combination of TGS and PGS to create the premier energy data company. It's a gray and rainy day in Oslo, but today I really feel the sunshine. I feel the sunshine because of the announcement this morning of a combination of TGS and PGS to establish the leading global energy data company or the premier global energy data company of the world. The combined entity will have leading technologies and a robust position in all verticals. Multi-client data acquisition, both streamer and ocean bottom nodes, imaging and cloud compute, and last but not least, new energy with a particular focus on offshore wind and CCS. It's a great day for the 2,000 employees of both companies. Together with you, our ambition is to create the most attractive workplace, whether you're a geoscientist, technologist, or other functions.
It's also a big day for our clients. You will enjoy working with a supplier that can serve all your exploration data needs, backed by a balance sheet allowing continuous innovation and technology development. Finally, we trust that shareholders will like the transaction as well. Strong cash flow generation, significant synergies, and more diversification allow substantial shareholder value going forward. Today, the plan is to go through a couple of slides before I introduce Rune Olav Pedersen from TGS-PGS, who's gonna talk about some of the scale synergies we see as part of this transaction. And then our CFO, Sven Børre Larsen, is gonna facilitate a Q&A towards the end of the presentation. So again, just to repeat, TGS and PGS, establishing the premier energy data company. The board of directors of both companies have agreed principal terms of an acquisition.
Transaction is to be structured as a statutory merger between the companies, where post-transaction, TGS and PGS shareholders will own approximately two-thirds and one-third of the combined company, respectively. TGS will be the surviving entity, and the transaction is subject, of course, to customary closing conditions and expected to close in the first half of 2024. Further to the transaction overview, it's a transformational strategic combination between two leading seismic companies. As we said on the previous slide, TGS and PGS shareholders will own approximately two-thirds and one-third, respectively, of the combined company. It's a proposed share-for-share transaction to be completed by way of issuance of consideration shares in TGS to all shareholders of PGS, based on an exchange ratio of 0.06829 TGS shares for each PGS share that you hold.
Again, the transaction is supported by the board of directors of both companies, and in terms of the closing conditions, the transaction remains subject to certain conditions. This includes confirmatory due diligence by both parties, as well as finalizing and executing definitive transaction documents and formulating a merger plan. In addition to that, the transaction is subject to customary closing conditions, such as relevant regulatory approvals and consents, expiry of the statutory waiting periods, and no material adverse change occurring. Closing of the transaction expected in the first half of 2024. Again, we are creating a unique company with a very strong presence across the energy value chain, and I'm just gonna go quickly through it. If we start on the left-hand side, both parties have an extensive multi-client data and data coverage.
In fact, we have a very complementary data coverage, where PGS historically have been very strong in Europe and the Mediterranean, while TGS have been stronger in, in countries such as Brazil and U.S. Gulf of Mexico. After this transaction, we will cover all important basins in the world, whether you talk about frontier or more mature areas. Streamer acquisition, PGS has seven fully equipped, high-quality vessels, and I think we are the best ones to say that they have solid operational track record and reputation. And we know because we have been a client of PGS for many, many years. In terms of OBN acquisition, through the acquisition of Magseis Fairfield, that TGS carried out in late 2022 and early 2023, we have around 30,000 mid- and deep-water nodes.
We have a solid operational track record and reputation, and we have more history and a better history than anyone else in this market, carrying out over 100 OBN surveys historically. We see great potential in data imaging as well. We have a leading offering of advanced data imaging technologies. We have very complementary technologies, and we also see that combination of on-prem and cloud-based high-performance compute capacity will lead to significant synergies as part of this transaction. Last but not least, very excited about what we do, what both parties do in terms of new energy data. We are extremely well positioned for the extensive growth in the CCS market going forward. And not only that, but the two companies have complementary technologies that fits a rapidly growing offshore wind market. Again, this is a transformational transaction.
It's gonna accelerate growth, and if you look at these four different metrics, starting with the market capitalization, you see the market cap of the combined company is about 50% higher than what TGS stand-alone today. We see the multi-client library, that is gonna grow by about the same, so 50% up. We see produced revenues over the last 12 months will basically double the size of the company in terms of revenues. And we will also pretty much double the size of the backlog of the TGS backlog today. So the new backlog of about $760 million as of end of Q2 this year. We think this is a really good investment opportunity, and we think this company will be a very attractive investment opportunity for both existing shareholders and new potential shareholders.
So some of the attributes we would like to highlight here is scale. Of course, this is gonna be a premier global energy data company. A strong balance sheet with low leverage and strong liquidity. We see attractive free cash flow yield, resiliency in terms of attractive diversification across the value chain, regions, and customers. And last but not least, significant exposure to the continued market recovery that we expect to see, particularly for exploration going forward. If you look on the right-hand side, you see the historical free cash flow yield comparison, where you see these two companies combined, and you compare that with different indexes, and you see we beat pretty much every comparable index. Our plan is obviously that we're gonna continue to beat the indexes going forward as one company.
We see a clear pathway to realize substantial synergies, and at TGS, we start to get quite a lot of experience in this. We acquired Spectrum in 2020, or in 2019, and we acquired Magseis in 2022. I'm pleased to say that we have over-delivered on the synergy estimates for both these transactions. So when we go out today and say we have more than $50 million estimated annual cost synergies, we feel pretty good about that number. The synergies will come from technology and digitalization. We see on-prem and cloud computing capacity, consolidation of the two companies. Keep in mind, we're both one of the largest clients of some of these big companies supplying cloud compute services. Operational synergies, procurement efficiency gains.
We're gonna have massive procurement synergies, of course. Sales and services efficiencies. We're gonna have corporate synergies, whether it's reduced management cost. We definitely plan to consolidate offices in key hubs, and of course, there's gonna be overlap in certain areas, too. So I feel very good about the synergies, and if you look at the annual synergies of more than $50 million, and you do. That's, that's the annual synergies, and obviously, if you do your calculation and multiply that by a certain multiple and discount that back today, it pays for a lot of the transaction cost there. So with that, I'm very, very pleased to hand it over to Rune Pedersen, who's gonna talk about the scale that this transaction will add.
Thank you, Kristian. We at PGS are also very excited about this combination. We think this is going to be an absolute super company, and I will talk a little bit of the reasons for that, and also touch upon the employee perspective of this, which I also think is very exciting. This combination will benefit from substantial economies of scale. We will realize increased efficiencies. The fact that we have large Multi-Client libraries, sometimes they butt up to each other. We can create new products out of the fact that we are next to each other, so therefore, providing new offerings and new products to our clients that we would not have been able to do by ourselves. We will, of course, have much better utilization of the fleet than what we have had so far in PGS.
As TGS is a large user of, of vessels in their multi-client business, as we are in our multi-client business, there will be a real pull for vessel capacities, which the combined company can use to optimize the utilization of the fleet, and there is significant synergies in doing something like this. We'll also improve the offering to our customers. As Kristian has been through, we are very strong in the marine streamer segment. They are very strong in the OBN segment. Now we are together, also opens up for new offerings to the clients, which we have not been able to do before. And I think this company will be the company that provides the node and streamer offering to the client, which has not really been present in the market today.
So plenty of opportunities and things for our customers to be happy about. We, of course, also have a much broader customer base as we will expand to the customers of both companies and the touchpoint we have with each customers all around the world. New energy data is one of the really exciting place with respect to this offering. As TGS has gone in one direction on energy data and built an impressive offering there. In PGS, we have gone in a slightly different direction, where we provide data from acquisition in both CCS and offshore wind. And together this will be a very powerful combination, which we will, of course, build on going forward. And I'm really excited about what can happen in this place when you combine these complementary businesses.
There will be large financial synergies. We will, of course, get increased investor attention as we become a larger company and become the premier company in the energy data space. The company will have access to lower cost of capital debt than we have had in PGS, because it will get very strong combined credit rating, which obviously is a synergy which can be taken out when you combine these two companies. There is also potential to use cash loss tax loss carry forward more effectively when we combine the two entities, which of course will then come to shareholder value, value much earlier than otherwise would have done if we had not combined the two companies. So there are real interesting substantial economies of scale in this transaction.
Now, I'd like to speak a little bit from the employee perspective, because when you merge two large companies with distinct, strong cultures like TGS and PGS, this can be difficult for, for employees. I think we have to be honest about that. However, we share a culture of operational excellence. We know each other very well. We have worked together many places over many years in joint ventures. Many of our employees, former employees in PGS, now work in TGS and the other way around. We are both international leading, energy data companies with a Norwegian base, which influences, the culture in, in both companies. So I believe that this combination should be really interesting for, for employees, not only because it is a really, interesting place to work, but also because there is a good fit in culture.
Even so, if it wasn't a good fit in culture, this is obviously the most attractive company to work for, going forward, if you want to work in the energy data space. We will be the premier player in all vertical segments. There will be a lot of opportunities to develop technologies as you put the different technologies and operational expertises of TGS and PGS together, develop new projects for clients. So it will be a lot of opportunities in this combined company, and I believe it will be absolutely the most attractive energy data company to work for, for any employee in our space. And with that, Kristian, I think I will hand it back to you.
Thank you, Rune. So, time to repeat the strategic rationale of the deal, and this page could be pretty long because we see a lot of rationale for both parties, but this makes a lot of sense. So I'll start at the top here. We creating a company that has a complete, fully integrated service, is a service provider with best class technologies from A to Z. So all through the verticals where you have OBN acquisition, you have seismic acquisition, you have multi-client being a big client of the acquisition units, to processing, data management, cloud compute, and obviously a strong offering in new energies. We see a strong geographical fit with complementary multi-client libraries and in-house acquisition capacity of both streamer and OBN.
When I look at the pipeline of opportunities that we have for the remainder of 2023, 2024, and 2025, I think we can fill a lot of the vessel backlog of the combined company going forward just by doing multi-client projects where we see great returns going forward. Vessel capacity for multi-client ambitions, I think I have already addressed that point. Rune spoke about the similar cultures and values. I think that's a great point. I mean, we've been competitors, but we've also been partners. We've been a client. You know, we have so many different relationships at so many different parts of the organization, and we feel really, really good about coming together. I think the only but to that is that we always need someone to beat.
And I think the organization of TGS, they love to beat the organization of PGS, and I know that it's the same at PGS side. They love to have someone to beat and compare with. We don't have that after this, but I think it's great to share the similar cultures and values, and I feel very good about that. Again, the scale allows for better utilization of both OBN, streamer, and imaging. We see significant cost synergies. I've already been through that. And again, the combined company is gonna have a market cap of more than $2.5 billion, which qualifies for most of the relevant stock indexes in the world. We are very well positioned for a multi-year upturn, and if you start on the left-hand side, the world needs more energy. That's just a fact.
There's gonna be 2 billion additional people on this, in this world by 2050, and these people will consume more energy than what we do today. In fact, if you re-read the latest estimate from Exxon in their long-term energy outlook, they expect 54% of the energy mix, even in 2050, is gonna come from oil and gas. Solar and wind is gonna be a combined 11% versus 2% today. That's more than 5x the size. So there is a tremendous opportunity to grow with the market here. And the market is really strong. I mean, you've seen the oil price today is close to $95. It's been strong for a while, and there is a very strong foundation to believe that the oil price is gonna stay strong. A strong oil price leads to E&P spending growth.
We know that. There could be some delays in that, and there could be some lags, but we know that a strong oil price drives cash flow for our clients, and stronger cash flow from the clients will eventually lead to spending growth. Again, the service market is tightening. A lot of companies disappeared during COVID, and there are bigger, but fewer companies in our space. That's just the way it is, and I think that lays the foundation for better returns in the future because of higher efficiency... In summary, we're combining TGS and PGS to create the premier global energy data company. We see strong strategic rationale, supported by solid market fundamentals going forward. Substantial scale and synergies that we have talked about today is a value-creating transaction for all parties here, and it's a unique investor exposure to the upcoming exploration upcycle.
So with that, I want to introduce Sven Børre Larsen, who's gonna take us through the Q&A session. We have received quite a few questions from the listeners or the viewers, and happy to respond to that. Thank you very much.
Thank you, guys. Yes, we indeed have some questions, and there's a lot of questions about the antitrust or competition situation. So, I think we can cover them in one. So, what's the risk of not achieving the regulatory approvals, and what is a nd where do we expect to need those kinds of approvals, in which geographies?
Yeah, I mean, it's still early days, but, I mean, the beauty of this transaction is that the only place where you see a really overlap here is on the multi-client data libraries, and there's a lot of data out there. So, you know, our market share is still gonna be relatively modest in terms of all the existing data. Clients are gonna have a lot of alternatives to this company, of course. And, the remainder of the deal is a vessel business, a very strong vessel business that TGS doesn't have today. So that's really not gonna impact competition authority approvals. And, on processing, the market is extremely fragmented, so we're still gonna be a relatively small. So we don't think there's a significant risk to this. Of course, we need to file in certain jurisdictions.
It's gonna take a bit of time, that's why we expect the transaction to be closed sometime in the first half of 2024.
Then there is a question from Sean Corliss. I guess that's for you, Rune. Will the merger trigger a change of control for PGS bonds?
Yes, it will. And that will allow bondholders to put at 101, a premium, so, yeah, 1%, or 101, basically. So we have to prepare for that, although we'll see how many exercises they put.
And then there is a question from Jørgen Lande, Danske. Good morning. Some nine months ago, you could have acquired PGS at roughly 50% discount to what you presented today. What has changed since then? I can cover that. I guess if you assume that there would be no premium in the middle of December, the premise for the question is correct, but that's probably a stretched assumption, I would say. And also, of course, the PGS share has been quite volatile, so you'll, of course, always find some points in time where the share price has been lower than what it was on Friday.
So it's not really a relevant situation that Jørgen refers to. And then there are a couple of questions from Jerome Renaud. The first one is about the competition situation. That's already covered. The other one is goes like this: Are any of the company planning to pay a dividend before closing of the transaction? And we can assure you that TGS is going to continue to pay dividends going forward in line with our dividend strategy. So that will happen as if the transaction didn't happen, and the PGS shareholders will be compensated for any dividends paid in the period up until closing. And then there is a question: Will the TGS, PGS company get the tax benefit of tax losses carried forward from PGS?
Yes, but it remains to be analyzed exactly how those numbers play out and what the timing may be. But, but that could represent a quite substantial value for the shareholders in the combined company. And then there is a question from Eirik Tuestad: Why is it right for TGS to become a vessel-owning company, thereby diluting the asset-light business model that has served the company well for so many years?
Yeah, I think it goes with the question that it has really served us really well, and I would be the first one to say that if the overall seismic market continued to be around $10 billion, I would be very happy to be asset-light. And if multi-client represented half of that, it would be a great market to be in. But the fact is that the multi-client and the pure multi-client market is much smaller. It's about one-third of what it used to be ten years ago, and of course, we need to change with the market. We made our first change with the acquisition of Magseis.
We feel that was a really smart strategic move, and we think this one is another one, that the market kind of changes, and we need to change with the market, and we feel really good about that. So, things are changing, and you, when you develop a strategy, you cannot only look behind. You also need to look into the future and see what market conditions will be like in the future, and I think, this transaction is perfectly suited for the market that we see going forward.
Then we have a few questions from John Olaisen at ABG. $50 million of synergies is only around 6% of the combined company's costs. To me, that sounds very low, given that the cost synergies include traditional cost synergies, better and earlier use of PGS' tax losses carried forward, lower financial costs, more efficient vessel allocation slash high utilization, et cetera. Any comments?
Yeah, I think in our $50 million, and I think you will see that in small font on the slide, we don't include the financial synergies. We don't include the higher utilization going forward. We look at pure cost synergies, and in that regard, I think you can probably play with a higher number than 50 if you give us the benefit of the tax losses carried forward and some of the financial synergies, of course, but we didn't include that in the $50 million estimate.
And then further from John: Could you please comment a bit on the two companies' current MC libraries? The fit seems pretty good to me. Are there any areas where you see significant overlap of data?
Happy to have Rune answer that, but I can start. Again, I touched on that in the presentation. PGS is very strong in Europe and Mediterranean. I think we have a pretty complementary position in Africa and Middle East. And then TGS has a very strong position, mainly in the U.S. Gulf of Mexico, but also in Brazil through the acquisition of Spectrum. So overall, we see a great fit, and I'll let you comment from your side, too.
Yeah, no, I completely agree, and that's why, you know, we are less worried also about the competition authority because we haven't been able to identify any, any single market where we have a very strong market share.
Yeah.
But it's a really complementary fit where we will be good and strong everywhere, but not dominant.
Yeah.
I don't recall any real overlap.
No.
We obviously have joint ventures places where we own the data 50/50, but other than that, I can't recall any real overlap.
And then there is a question, further questions from John Olaisen. On the OBN side, Rune, PGS recently entered into an agreement with in April. What will happen to the in April cooperation?
No, of course, I mean, that's a memorandum of understanding. It's an agreement where we have no obligation to do anything. It's an intent to do something because we saw the OBN market as interesting. Now, we obviously will be part of a larger company which has its own OBN offering, which obviously will impact this relationship.
And then finally, from, John: TGS, you are the world's biggest buyer of seismic vessel capacity. How tight is the vessel market in your view? Has it become difficult to get, to get hold of vessels? How much do you expect contract prices to be up in 2024?
Yeah, I'm not gonna speculate too much on that, but what I can say is that the key rationale of this transaction is not to get hold of vessel capacity. The key rationale here is that there are substantial synergies between the two companies. There's gonna be a really strong multi-client offering, and we want to be self-sufficient with vessels because we think we can fill the pipeline. So, I think overall, we can access vessels. Yes, it costs more to access those vessels, but I think overall, that's not the key driver to the transaction.
Then there are a few more questions on the asset light versus asset heavy. I feel that we have responded to those questions already. Then there is a question from Harald Rasmussen: How will the new company be financially structured, as the financing strategy is quite different between the standalone companies? And that is, of course, correct. The combined company will have a very robust balance sheet, and PGS has reduced their net debt quite significant over the past two years and also refinanced a lot of their debt obligations. At the TGS side, we have, obviously, as you know, had a very strong balance sheet and always have had. And we feel that with the combination of the two balance sheets, we will retain a very robust position.
And, also with vessels into the mix, the debt carrying capability of the balance sheet is larger than it would be if you only had multi-client. So we feel that we will have a very robust balance sheet following the transaction. And of course, but it's important to look at the debt structures, and the intention is, of course, to refinance the debt facilities at the relevant points in time in order to reduce the cost of debt and also reduce the overall cost of capital for the combined company. TGS has always been asset light and cash rich. You are now going to own vessels and have debt.
This is a question from Ramsey Crane: What has changed in the market to make this strategic change acceptable to the TGS board? Is the vessel market now different?
Yeah, I think, I think in that regard, I mean, this is something we have been looking at and considering for, for many years. This is not something that started last week. We've seen over time, again, as I said previously, that the multi-client market and the seismic market is getting smaller. I mean, if you look back 10 years ago, there were 65 vessels and probably eight or 10 providers of vessels. That market is now basically down to 16-17 vessels, of which PGS controls seven of the 17 vessels. It's a very different market. If you look at our investment plans and what we are expected to invest in 2023, and where we hope to be in 2024, I mean, we can fill a lot of that capacity, even in a standalone scenario.
So things have definitely changed a lot, both in the vessel market and in the multi-client market, and that's why we feel this makes perfect sense and ticks off all boxes in terms of strategic rationale.
And then there is a question from Mick Pickup at Barclays: As a big buyer of seismic acquisition services, does TGS think that the investment level of PGS has been adequate to ensure image quality? Are there things which a better balance sheet will allow for?
Yeah, he's asking, does TGS think? I think you should ask the question to PGS. But I think in general, I mean, we're working together with PGS on a number of surveys. We have joint ventures in Canada for many, many years. We work together in Malaysia, and we work together in many other places in the world. And I think we are very pleased about the quality of the data that we're getting. We're very, very pleased about the service, and we're very pleased about the collaboration. So I think, of course, together, we're gonna be a much stronger company, no question about that. But I'll let Rune add on his comments to that.
Yeah, no, I think in PGS, we've managed very well in terms of making sure that we continue to have data quality and being very, very cost conscious and extending the life of our streamers. And I absolutely expect that the combined company will be as cost focused and try to do exactly the same, so that, you know, we retain the great data quality we are known for. But at the same time, just because you have money, you shouldn't spend it. You should remain cost focused also on the streamer side, which I'm sure you guys will.
I think that we are running out of time, and that the questions that remain have been answered through the other questions that we have been answering.
Do you have any closing remarks, Kristian?
Yeah, I think, again, as I said initially, you know, we're both, or all three extremely excited about this combination.
We think this is a great day, not only for TGS and PGS, but for the overall industry and for 2,000 people in both companies. This transaction is gonna create a lot of opportunities internally in terms of job rotation and career development. It's gonna be great for our clients to have a supplier that can basically provide quality and services throughout the value chain, also including new energy solutions. We think it's gonna be a great investment opportunity for you guys, and obviously a company that has the size and the diversification that will tick off a lot of boxes in terms of how you neutralize some of the cyclicality, and not least, how you get exposure to what we think is gonna be a multi-year upcycle with particular focus on exploration.
So with that, I want to say thank you very much, and see you again after our Q3 presentation later in October. Thank you very much.
Thank you.