Veritas and PGS Amend Merger Terms

Veritas DGC Inc. is in discussions to amend the terms of their pending combination in various respects. While no definitive amendment has been reached, the companies indicated that they expected any such amendment to include the following key terms:

  • PGS shareholders would receive 0.40 shares (previously 0.47shares) for each PGS share or American Depositary Share and Veritas shareholders would receive 1 share of a contemplated new holding company to be formed to accomplish the combination, resulting in Veritas shareholders owning approximately 44% of the new company and PGS shareholders owning approximately 56% of such company;
  • Veritas would be entitled to nominate six of the proposed ten directors of the new company while PGS would be entitled to nominate four directors;
  • David B. Robson, the Chief Executive Officer of Veritas, would be the Chief Executive Officer of the new company and Reidar Michaelsen, the Chairman and Chief Executive Officer of PGS, would be the Chairman of the Board;
  • Matthew D. Fitzgerald, the Chief Financial Officer of Veritas, would be the Chief Financial Officer of the new company; and
  • The transaction would be conditioned upon Veritas being treated as the acquiring company for accounting purposes.

The companies also indicated that any such amendment would be subject to final board approvals.

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