EMGS: Non-binding term sheet for asset transaction
Reference is made to the previous stock exchange announcements and information published by Electromagnetic Geoservices ASA (the "Company" or "EMGS") regarding the Company's financial situation, including the Company's interim financial report for the fourth quarter of 2025 published on 11 February 2026 and the stock exchange announcements published on 2 January 2026 and 1 October 2025.
As previously announced, the Company has been evaluating all available strategic alternatives in order to safeguard the interests of its stakeholders.
EMGS has signed a non-binding term sheet with an undisclosed independent, third-party (the "Buyer") for a transaction (the "Transaction") under which the Buyer will acquire EMGS' business operations and assets, including hardware, IPR, contractual positions and all of the Company's employees (together, the "EM Business").
The term sheet contemplates a Transaction structure where EMGS will transfer the EM Business to one of its existing subsidiaries (the "NewCo"), before ownership of NewCo is transferred from EMGS to the Buyer.
EMGS' historical liabilities, including the convertible bond issue Elec ASA 18/25 FRN USD FLOOR STEP C CONV (“EMGS03”), will not be transferred to NewCo. The contemplated purchase price for the EM Business is significantly below the outstanding debt under EMGS03. Consequently, it is expected that subject to and following completion of the Transaction, EMGS will no longer own and operate the EM Business, and hold no other material assets than the purchase price from the Transaction which does not exceed EMGS' total liabilities.
The non-binding term sheet and the contemplated Transaction represent, in EMGS' view and based on the strategic review conducted over several months, the best available alternative to safeguard the interests of the Company's stakeholders, including employees, customers and creditors. The strategic review included an assessment of multiple alternative courses of action, including a full restructuring/conversion of EMGS03 and an orderly wind-down of operations, none of which were considered viable or value-preserving alternatives given the Company's current financial position.
The Buyer will immediately start a legal, operational and financial due diligence review of the EM Business. No guarantees can be given as to whether a binding agreement regarding the Transaction will ultimately be entered into and, if so, whether the Transaction will be completed. Based on the term sheet, it is expected that completion of the Transaction will be subject to several conditions outside the Company's control including, but not limited to, obtaining the required consents and waivers from the bondholders of EMGS03. Given the highly time-sensitive nature of the Transaction and the need to ensure continuity of the EM Business operations to limit the Company's liability exposure, it is not, however, expected that completion of the Transaction will be subject to a general meeting vote by the shareholders of EMGS.
Contact
Anders Eimstad, Chief Financial Officer,
This information is published in accordance with the Norwegian Securities Trading Act § 5-12.
About EMGS
EMGS, the marine EM market leader, uses its proprietary electromagnetic (EM) technology to support oil and gas companies in their search for offshore hydrocarbons. EMGS supports each stage in the workflow, from survey design and data acquisition to processing and interpretation. The Company's services enable the integration of EM data with seismic and other geophysical and geological information to give explorationists a clearer and more complete understanding of the subsurface. This improves exploration efficiency and reduces risks and the finding costs per barrel. CSEM technology can also be used to detect the presence of marine mineral deposits (primarily Seabed Massive Sulphides) and in other offshore construction and exploration activity.
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