CGGVeritas Announces Final Allocation of Merger Consideration



Compagnie Generale de Geophysique-Veritas on Thursday announced the final allocations of merger consideration in its acquisition of Veritas DGC Inc.

In the transaction, stockholders of Veritas were offered a choice of receiving CGV ADSs or cash for each of their shares, subject to certain limitations.

Of the 40,420,483 shares of Veritas common stock outstanding as of the merger date (January 12, 2007), approximately:

--33,004,041 of the shares, or 81.7%, had elected to receive cash,
--5,788,701 of the shares, or 14.3%, had elected to receive CGG ADSs; and
--1,627,741 of the shares, or 4.0%, did not make a valid election.

Stockholders electing cash will receive, on average, 0.9446 CGV ADSs and $45.32 in cash per share of Veritas common stock. Stockholders electing ADSs and stockholders making no valid election will receive 2.0097 CGV ADSs per share of Veritas common stock. In aggregate, approximately $1.5 billion and approximately 46.1 million shares of CGV ADSs will be paid to Veritas stockholders as merger consideration.

CGGVeritas is the world's leading international pure-play geophysical company delivering a wide range of technologies, services and equipment through Sercel, to its broad base of customers mainly throughout the global oil and gas industry.

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