Compagnie Generale de Geophysique and Veritas DGC Inc. Obtain Stockholder Approvals Required for Merger
January 09 2007 - 11:28AM
PR Newswire (US)
Closing Date Expected to be January 12, 2007 PARIS, January 9
/PRNewswire-FirstCall/ -- Compagnie Generale de Geophysique
(NYSE:GGY) and Veritas DGC Inc. (NYSE:VTS) today announced that
their respective special meetings of stockholders were held, with
both companies receiving the necessary stockholder approvals to
complete their merger. Veritas stockholders voted to adopt the
merger agreement pursuant to which Veritas will merge with a
subsidiary of CGG. CGG stockholders approved the issuance of CGG
ADSs to Veritas stockholders in the merger. Upon the satisfaction
of other customary conditions, the proposed merger is expected to
close on Friday, January 12, 2007. Pursuant to the terms of the
merger agreement, Veritas stockholders are expected to receive CGG
ADSs, cash or a combination thereof subject to the allocation
procedure described in the proxy statement/prospectus dated
November 30, 2006 in exchange for their shares of Veritas common
stock. Following the closing of the merger, the combined company
will be renamed "Compagnie Generale de Geophysique-Veritas,"
abbreviated as "CGGVeritas". The trading symbol of the combined
company's ADS on the New York Stock Exchange will be "CGV". About
CGG CGG (http://www.cgg.com/) is a global participant in the
oilfield services industry, providing a wide range of seismic data
acquisition, processing and reservoir services to clients in the
oil and gas exploration and production business. It is also a
global manufacturer of geophysical equipment through its subsidiary
Sercel. CGG is listed on the Eurolist of Euronext Paris SA (ISIN:
0000120164 - NYSE: GGY) and the New York Stock Exchange (under the
form of American Depositary Shares, NYSE: GGY). About Veritas:
Veritas DGC, Inc. (http://www.veritasdgc.com/), headquartered in
Houston, Texas, is a leading provider of integrated geophysical
information and services to the petroleum industry worldwide.
Veritas is listed on New York Stock Exchange under the ticker VTS.
Contact Investor Relations: Christophe Barnini Tel.:
+33-1-64-47-38-10 e-mail : web: http://www.ccg.com/ Contact Presse
: Brunswick Tel.: +1-212-333-3810 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. DATASOURCE: Compagnie Generale de Geophysique
(CGG) CONTACT: Contact Investor Relations: Christophe Barnini,
Tel.: +33-1-64-47-38-10, e-mail :
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