Compagnie Generale de Geophysique: One Day Extension of Election Deadline for Veritas Shareholders
January 05 2007 - 10:50AM
PR Newswire (US)
PARIS, January 5 /PRNewswire-FirstCall/ -- Compagnie Generale de
Geophysique (NYSE:GGY) ("CGG") and Veritas DGC, Inc. ("Veritas")
today agreed to extend the deadline for holders of Veritas common
stock who wish to elect the type of merger consideration they
prefer to receive pursuant to the planned merger between Veritas
and a subsidiary of CGG from 5:00 p.m., New York City time, on
January 10, 2007 to 5:00 p.m., New York City time, on the following
day, January 11, 2007. Holders of Veritas common stock may elect to
receive cash or CGG ADSs in exchange for each share of Veritas
common stock, subject to pro-ration, as set out in the agreement
and plan of merger dated as of September 4, 2006 and as described
in the proxy statement/prospectus dated November 30, 2006 and first
mailed to stockholders of Veritas on or about December 5, 2006. The
extension of the election deadline is due to January 2, 2007 not
being a trading day on the New York Stock Exchange in honor and
tribute to the memory of US President Gerald R. Ford. As a result,
holders of Veritas' Floating Rate Convertible Senior Notes due 2024
who converted on December 21, 2006 would not, absent the extension,
have become holders of record of Veritas' common stock prior to the
election deadline. Assuming the issuance of CGG ordinary shares
underlying the CGG ADSs to be issued pursuant to the merger and
related matters are approved by the shareholders of CGG and the
agreement and plan of merger is approved by the stockholders of
Veritas, and satisfaction of other customary conditions to closing,
the proposed merger is still expected to close on or about January
12, 2007. Forward-Looking Information This press release may
contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements
are based on current information and expectations that are subject
to a number of risks, uncertainties and assumptions. These risks
and uncertainties are more fully described in our reports filed
with the Securities and Exchange Commission. Should one or more of
these risks or uncertainties materialize, or should the assumptions
prove incorrect, actual outcomes may vary in material respects from
those currently anticipated. Investor information In connection
with the proposed combination between Compagnie Generale de
Geophysique ("CGG") and Veritas DGC Inc. ("Veritas"), CGG has filed
a registration statement on Form F-4 (File no. 333-138033) (the
"Form F-4"), which includes a definitive Proxy
Statement/Prospectus, dated November 30, 2006, relating to the CGG
ordinary shares underlying the CGG American Depositary Shares
("ADS") to be issued in the proposed transaction. CGG and Veritas
have also filed, and intend to continue to file, additional
relevant materials with the Securities and Exchange Commission (the
"SEC"), including the filing by CGG with the SEC of a Registration
Statement on Form F-6 (the "Form F-6" and together with the Form
F-4, the "Registration Statements") to register the CGG American
Depositary Shares ("ADS"), as well as the CGG ordinary shares
underlying such CGG ADSs, to be issued in exchange for shares of
Veritas common stock. The Registration Statements and the Proxy
Statement/Prospectus contain important information about Veritas,
CGG, the proposed transaction and related matters. Investors and
security holders are urged to read the Registration Statements and
the Proxy Statement/Prospectus carefully, and any other relevant
documents filed with the SEC, including all amendments, because
they contain important information. Investors and security holders
may be able to obtain free copies of the documents filed with the
SEC by CGG and Veritas (including the Registration Statements)
through the web site maintained by the SEC at http://www.sec.gov/.
In addition, investors and security holders may be able to obtain
free copies of materials filed with the SEC by CGG and Veritas
(including the Registration Statements) by contacting Investor
Relations at +1-832-351-8821 and from CGG by contacting Investor
Relations at or by telephone at +33-1-64- 47-38-31. Veritas and its
directors and executive officers also may be deemed to be
participants in the solicitation of proxies from the stockholders
of Veritas in connection with the transaction described herein.
Information regarding the special interests of these directors and
executive officers in the transaction described herein is included
in the Proxy Statement/Prospectus described above. Additional
information regarding these directors and executive officers is
also included in Veritas's Amendment No. 1 to Form 10-K/A, which
was filed with the SEC on or about November 28, 2006. This document
is available free of charge at the SEC's web site at
http://www.sec.gov/ and from Veritas by contacting Investor
Relations at +1-832-351- 8821. CGG and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the stockholders of Veritas in connection with the
transaction described herein. Information regarding the special
interests of these directors and executive officers in the
transaction described herein will be included in the Proxy
Statement/Prospectus described above. Additional information
regarding these directors and executive officers is also included
in CGG's Form 20-F filed with the SEC on May 9, 2006. This document
is available free of charge at the SEC's web site at
http://www.sec.gov/ and from CGG by contacting Investor Relations
at +33-1-64-47-38-31. Contact: Christophe Barnini Tel.:
+33-1-64-47-38-10 e-mail: web: http://www.ccg.com/ DATASOURCE:
Compagnie Generale de Geophysique (CGG) CONTACT: Contact:
Christophe Barnini, Tel.: +33-1-64-47-38-10, e-mail:
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