Case Study
FTI Technology Provides Complex, Time-Sensitive Investigation and Document Review for TGS During Two Concurrent European Merger Control Cases
After entering an agreement to a large and complex cross-jurisdictional merger, TGS and PGS positioned the outcome as a “stronger and more diversified geophysical company and data provider to the energy value chain,” with a reported valuation of more than US$860 million. The transaction spurred parallel merger control investigations initiated by the U.K. Competition & Markets Authority (CMA) and the Norwegian Competition Authority (NCA), requiring TGS to collect, review and produce internal documents. TGS engaged FTI Technology to lead discovery and document review to support the needs of the merger response. The CMA and NCA approved the deal, allowing TGS and PGS to complete the deal on 1 July 2024.
Situation
With the merger under scrutiny, both companies were required to concurrently comply with onerous internal document requests in the U.K. and Norway. These dataheavy, time-sensitive requests have become an increasingly common component of merger clearance reviews, often requiring forensic and technology expertise even at the prenotification stage.
To fulfil the authorities’ broad request on time, TGS needed to implement a defensible strategy to collect, review and produce data from numerous custodians. This involved analysing more than 3.9 million documents to identify and refine potentially responsive materials.
“FTI Technology’s assistance in this matter was critical to a timely and compliant response to both the Norwegian and U.K. competition authorities. FTI brought strategic problem solving, technical resources and expertise to effectively satisfy very broad document requests from both authorities, resulting in the production of a manageable number of relevant documents. The team was easy to work with and handled the matter professionally. All in all, FTI Technology did a great job for TGS.”
Our Role
FTI Technology worked with outside counsel and the client’s legal teams to defensibly exclude many potential data sources before collection, saving significant time, cost and risk to deadlines. The team also worked closely with counsel on search term refinement, which further assisted with a scope reduction approved by the applicable authorities.
Once an effective scope reduction was agreed upon, the FTI Technology team collected and processed large volumes of data, including data in Microsoft 365 email, OneDrive and Teams, and document management systems for custodians across Norway, the U.S. and the U.K. Through defensible search and data refinement strategies performed in close collaboration with and under instructions from counsel in the U.K. and Norway, FTI Technology successfully excluded 60% of the data set from manual review. The remaining population of 27,000 documents underwent a rapid relevancy and privilege review in English and Norwegian to respond to the separate requests received by the CMA and NCA.
Throughout this process, FTI Technology experts implemented safeguards and methodologies to reduce data volumes defensibly, comply with the requests and ensure timely delivery by the negotiated deadlines for each agency. Multiple productions were prepared and transferred to the two regulators by agreed timelines to avoid an undue delay penalty or “stop the clock” scenario for the transaction. The end-to-end process was completed in less than 20 days.
Our Impact
Working in close partnership with both parties and counsel, FTI Technology’s experts and workflows significantly reduced documents requiring manual review.
Successfully delivered an on-time, fulsome and compliant document review and investigation, which contributed to satisfying the requirements of the CMA and NCA and the merger’s ultimate approval.