CGG, Veritas Announce Prelim Election Results
Compagnie Generale de Geophysique and Veritas DGC Inc. on Friday said that based on the preliminary results of elections received prior to Thursday's deadline for making a cash or stock election under the merger agreement, the cash consideration is oversubscribed.
The stockholders who elected cash will receive a mix of cash consideration and stock consideration, and the stockholders who elected stock and all stockholders who failed to make a valid election will receive stock consideration. The amount of the cash oversubscription and the exact allocation of the cash merger consideration will not, however, be known until final results of the election process are determined, at the end of the guaranteed delivery period described below.
The elections with respect to a substantial number of the foregoing cash and stock election shares were made pursuant to the notice of guaranteed delivery procedure, which requires the delivery of the share certificates representing such shares of Veritas common stock (or a confirmation evidencing the book-entry transfer of such shares) to the exchange agent by 5:00 p.m., New York City time, on January 17, 2007. If the exchange agent does not receive the required certificates or confirmation by this guaranteed delivery deadline, with respect to any such election, the shares of Veritas common stock subject to such election will be treated as shares that did not make a valid election.
A more complete description of the merger consideration and the allocation procedures applicable to elections is contained in the proxy statement/prospectus dated November 30, 2006 and first mailed to Veritas stockholders on or about December 5, 2006. Veritas stockholders are urged to read the proxy statement/prospectus carefully and in its entirety. Copies of the proxy statement/prospectus may be obtained for free at the Securities and Exchange Commission's website at www.sec.gov.