Page 1
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
November 20th
2006, Compagnie Générale de Géophysique (General Geophysics
Company) and Veritas DGC Inc. spread a press release to announce conclusion of CFIUS review.
COMPAGNIE GENERALE DE GEOPHYSIQUE
(ISIN : 0000120164 NYSE : GGY)
Page 2
Paris, November 20th 2006
Compagnie Générale de Géophysique announces conclusion of CFIUS review
Compagnie Générale de Géophysique (CGG, ISIN: 0000120164 NYSE: GGY) announced today that
the Committee on Foreign Investment in the United States (CFIUS) has concluded its review
relating to the previously announced merger agreement whereby Compagnie Générale de Géophysique
will acquire Veritas.
On September 5, 2006, Veritas and CGG announced that they entered into a definitive agreement for
the merger. The conclusion of the CFIUS review period satisfies one of the merger conditions.
Completion of the merger remains subject to receipt of shareholders approval, as well as the
satisfaction of other customary closing conditions.
About CGG:
CGG (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) and the New York Stock
Exchange (under the form of American Depositary Shares, NYSE: GGY).
About Veritas:
Veritas DGC, Inc. (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 code VTS.
|
|
|
Contact Investor Relations CGG:
|
|
Contact Press CGG in New York: |
Christophe BARNINI (33) 1 64 47 38 10 /38 11
|
|
Nina Devlin +1 212 333 3810 |
Email : invrel@cgg.com Internet : www.cgg.com
|
|
Brunswick Group |
CAUTIONARY LANGUAGE REGARDING FORWARD LOOKING STATEMENTS
This document contains or incorporates by reference statements regarding the proposed transaction
between Veritas and CGG, and may contain or incorporate by reference statements regarding the
expected timetable for completing the transaction, future financial and operating results, benefits
and synergies of the proposed transaction and other statements about CGGs managements future
expectations, beliefs, goals, plans or prospects that are based on current expectations and
estimates about Veritas and CGG and the combined group, as well as Veritas and CGGs and the
combined groups future performance and the industries in which Veritas and CGG operate and the
combined group will operate, in addition to managements assumptions. Words such as expects,
anticipates, targets, goals, projects, intends, plans, believes, seeks,
estimates, variations of such words and similar expressions are intended to identify such
forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act,
which are not statements of historical facts. These forward-looking statements are not guarantees of future performance and involve certain risks,
uncertainties and
Page 3
assumptions that are difficult to assess. Therefore, actual outcomes and results
may differ materially from what is expressed or forecast in such forward-looking statements. These
risks and uncertainties are based upon a number of important factors including, among others: the
ability to consummate the proposed transaction; the failure of CGG shareholders to approve the
issuance of CGG common shares for the merger or the failure of Veritas shareholders to adopt the
merger agreement; difficulties and delays in obtaining regulatory approvals for the proposed
transaction; the risks that synergies and cost savings from the merger may not be fully realized or
take longer to realize than expected; potential difficulties in meeting conditions set forth in the
merger agreement; changes in international economic and political conditions, and in particular in
oil and gas prices; our ability to reduce costs; our ability to finance the cash portion of the
merger consideration and our operations on acceptable terms; the timely development and acceptance
of our new products and services; the effects of competition; political, legal and other
developments in foreign countries; the timing and extent of changes in exchange rates for non-U.S.
currencies and interest rates; the accuracy of our assessment of risks related to acquisitions,
projects and contracts, and whether these risks materialize; our ability to integrate successfully
the businesses or assets we acquire; our ability to sell our seismic data library; and our ability
to access the debt and equity markets during the periods covered by the forward-looking statements,
which will depend on general market conditions and on our credit ratings for our debt obligations.
Additional factors that may affect future results are contained in CGGs and Veritas filings with
the U.S. Securities and Exchange Commission (the SEC) and similar filings by Veritas with
Canadian securities regulators. Except to the extent required under applicable laws and the rules
and regulations of applicable securities regulators (including the SEC), neither CGG nor Veritas is
under any obligation, and each expressly disclaims any obligation, to update, alter or otherwise
revise any forward-looking statements, whether as a result of new information, future events,
developments, changes in assumptions or otherwise.