Magseis ASA Acquisition of Fairfields Seismic Technologies Business - PowerPoint PPT Presentation

Magseis ASA Acquisition of Fairfield’s Seismic Technologies Business 30 th October, 2018

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AGENDA Transaction overview Introduction to Fairfield Seismic Technologies Magseis Fairfield highlights Integration and transaction considerations Appendix 3

Magseis to acquire Fairfield’s Seismic Technologies business for an enterprise value of USD 233 million  Global scale and reach  Diversified and asset light business model  Demonstrated track-record and solid backlog  Positioned for accelerated growth Creating the technology leader in the new generation of marine seismic 4

Magseis and Fairfield at a glance Technology champion Pioneer and largest player with global presence  Technology leader with MASS-family of nodes and  Strong performance track-record and industry leading handling systems client base  Node pool: 14,000  Node pool: 20,700 (1)  Q3 YTD 2018 revenue and EBITDA of USD 60.3m and  Q3 YTD 2018 revenue and EBITDA of USD 172.4m and USD 37.9m, respectively (2) USD 15.0m, respectively  USD 175m backlog incl. BGP award (3)  USD 180m backlog incl. TGS and Schlumberger award (3)  Approximately 200 full-time employees  Approximately 230 full-time employees  Headquartered in Oslo  Headquartered in Houston (1) As of October 2018 and excludes Z100 and Zland nodes (2) Carve-out financials for Fairfield Seismic Technologies and including WGP Group. Excludes financial impact of Libra contract. See appendix for further details 5 (3) Backlog for contracts and projects from January 1, 2019 and onward. Fairfield backlog includes USD ~25m to be completed in 2020

Transaction overview  Enterprise value of USD 233 million (1)  USD 165 million in cash and issuance of 33.5 million Magseis shares (based on USD 85 million and NOK 21.00 per share) • USD 50 million debt financing facility committed by DNB • USD 115 million expected to be financed by new equity  Expected to be accretive to Magseis shareholders  Magseis to be renamed Magseis Fairfield  Charles “Chuck” Davison (Fairfield CEO) to be nominated as Executive Chairman  Per Christian Grytnes to be CEO and Tom Henrik Sundby to be CFO  Major existing shareholders of Magseis, representing more than 50% of the shares outstanding, have communicated their support of the Transaction  Closing of the Transaction is expected to take place by the end of Q4 2018 and is subject to regulatory approval and certain other customary conditions (1) In addition to the consideration payable at closing of the Transaction, Magseis will issue 18.25 million 5-year warrants to Fairfield Industries and provide certain earn-out rights related to a project in the Middle East. 6

AGENDA Transaction overview Introduction to Fairfield Seismic Technologies Magseis Fairfield highlights Integration and transaction considerations Appendix 7

The OBS pioneer, with 40 years of innovation, strong performance track-record and industry leading client base Overview Long history with key milestones  Fairfield Seismic Technologies is a global, leading provider of marine ocean bottom nodal seismic systems 2010 2010 1974 1974 Launched  First deepwater nodal survey performed in 2005 and has since 1 st Gen Zland Formed through developed a leading industry position merger of Aquatronics and Select International • Owns the proprietary, patented Z-Technology 2014 2014 1977 1977 • Launched In-house R&D, engineering and manufacturing 2 nd Gen Zland Introduced Telseis • Performed 45 OBS surveys (1) for transition zone and  shallow-water surveys 2015 2015 Extensive portfolio of IP for both OBS, land and PRM solutions Launched Z100 1990 1990  Headquartered in Houston, with approximately 230 full-time 1 st large scale 3D spec employees and 250 contracted personnel in Gulf of Mexico 2015 - 2017 2015 2017  A division of Fairfield Geotechnologies, which also engages in Reorganization to asset data licensing and data processing / geoscience 1998 1998 light business model Launched BOX marine and land seismic nodes 2016 & 2017 2016 & 2017 to replace Telseis Launched ZXPLR and ZLOF 2005 & 2009 2005 & 2009 Launched Z3000 ZXPLR Z700 Z3000 Z100 2018 2018 and Z700 Acquired WGP Group (1) Does not include repeat surveys ZMobile 8

Three attractive and complementary businesses Fairfield Seismic Technologies Data Acquisitions Systems WGP Group 57% 32% 11%    Traditional Data Acquisition projects using Systems sales and rentals of offshore and land- Leading provider of portable modular source ZXPLR, Z3000 and Z700 technology offerings based nodes systems and a wide range of services, including 4D life of field seismic, seabed seismic and hi-res   Employs and contracts highly trained acquisition Offering early version technologies such as 3D seismic crews Zland, Z100 and Z700   Zland and Z100 are offered for sale Ideal for permanent reservoir monitoring  Asset-light vessel contracting strategy  Z700 is offered for rental  Two large contracts with Equinor and  Significant installed base – key to repeat surveys  ConocoPhillips, opportunity for global expansion In-house R&D, engineering, assembly and  Can be operated in challenging shallow waters, testing  Based in the United Kingdom and acquired by as well as around deep water production  Significant sales growth last two years with Fairfield in January 2018 facilities attractive margins on sales and rentals  Draws on the Fairfield expertise and synergistic capabilities Represents share of 2017 revenue. Carve-out financials for Fairfield Seismic Technologies including WGP revenue. See appendix for further details 9