COMPAGNIE GENERALE DE GEOPHYSIQUE
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Filed by General Geophysics Co.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Veritas DGC Inc.
Commission File No.: 001-07427
On December 18th 2006, Compagnie Générale de Géophysique (General Geophysics
Company)
published the following press release containing
information on the merger of CGG and Veritas
COMPAGNIE GENERALE DE GEOPHYSIQUE
(ISIN : 0000120164 NYSE : GGY)
COMPAGNIE GENERALE DE GEOPHYSIQUE
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Paris, December 18th 2006
CGG VERITAS Merger Information
As previously disclosed, Compagnie Générale de Géophysique (NYSE: GGY) and
Veritas DGC, Inc. (NYSE: VTS) will hold separate meetings of their shareholders
on January 9, 2007 in connection with the proposed combination between the two
companies. Veritas stockholders will vote to approve the merger agreement
among Veritas, CGG, and CGGs subsidiaries Volnay Acquisition Co. I and Volnay
Acquisition Co. II. CGG shareholders will vote to approve the issuance of CGG
ordinary shares underlying the CGG ADSs to be issued pursuant to the merger and
certain related matters. Upon approval of the share issuance and related
matters by the shareholders of CGG and the merger agreement by the stockholders
of Veritas, and satisfaction of other customary conditions, the proposed merger
is expected to close on or about January 12, 2007.
Veritas shareholders may elect to receive either CGG ADSs, cash or a
combination thereof (subject to the allocation procedure described in the proxy
statement/prospectus) in exchange for their shares of Veritas common stock.
Election forms for purposes of making this election have been mailed together
with the proxy statement/prospectus on or about December 5, 2006. The deadline
for making an election with respect to the type of merger consideration to be
received is 5:00 p.m., New York City time, on January 10, 2007. Holders of
Veritas common stock should carefully complete the election forms and submit
them to the exchange agent before the election deadline.
Immediately after the effective time of the merger, the combined company will
be renamed Compagnie Générale de Géophysique-Veritas, abbreviated as CGG
Veritas. The trading symbol of the combined companys ADS on the New York
Stock Exchange will be CGV. The CGG Veritas ADSs will have the same CUSIP
number as the CGG ADSs.
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Contact: |
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Christophe Barnini
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Tel.: +33 1 64 47 38 10 |
Invrel@cgg.com
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www.ccg.com |
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 Générale de Géophysique (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
COMPAGNIE GENERALE DE GEOPHYSIQUE
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documents filed with the SEC by CGG and Veritas (including the Form F-4 and, when filed, the
Form F-6) through the web site maintained by the SEC at 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 Form F-4 and the Form F-6) by contacting Investor Relations at +1 832 351
8821 and from CGG by contacting Investor Relations at invrel@cgg.com 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 Veritass 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 SECs web site at 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 CGGs Form 20-F filed with the SEC on May 9, 2006. This document is available free of
charge at the SECs web site at www.sec.gov and from CGG by contacting Investor Relations at +33 1
64 47 38 31.