UPDATE 1-Wavefield asks shareholders to delay TGS merger

(Adds quotes from TGS statement)

OSLO, Nov 19 (Reuters) - Norwegian seismic group Wavefield Inseis WAVE.OL said it will recommend shareholders delay its $1.2 billion takeover by TGS-Nopec (TGS.OL) due to insufficient information about events that led up to a TGS profit warning.

Wavefield said it had not received a promised review of TGS accounts by Sunday night and would ask shareholders at a meeting on Monday to delay the merger until it was "presented with reasonable evidence to the effect that the terms and conditions for completing the merger have been fulfilled".

"The Board of Wavefield Inseis ASA is compelled to recommend to its shareholders to vote in favour of the recently modified resolution proposed by certain major shareholders under item 6, to postpone the merger with TGS," Wavefield said in a statement.

Some Wavefield shareholders believe TGS probably knew it had missed market estimates of third-quarter earnings at the time Wavefield shareholders voted for the merger in September, unaware a profit warning was around the corner.

Separately, TGS-Nopec said in a statement a review by PriceWaterhouseCoopers showed it has done nothing wrong.

"The findings and conclusions from the third-party review support the facts that TGS performed all its obligations in accordance with its high corporate governance standards," TGS-Nopec said in a statement.

"We look forward now to concluding the approved merger process expeditiously and unlocking the true value that the combination of these two winning organisations can provide," TGS Chief Executive Hank Hamilton said in a statement.

Two Wavefield shareholders, Audley Capital Advisors LLP and Everest Capital Limited, said in a statement they would propose to halt the takeover and to ask for a new independent review by a third party chosen by Wavefield.

(Reporting by Wojciech Moskwa and John Acher; editing by Sue Thomas)

((wojciech.moskwa@reuters.com; +47 22 93 69 62; Reuters Messaging: wojciech.moskwa.reuters.com@reuters.net)) Keywords: WAVEFIELD TGSNOPEC/

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