CGGVeritas announced the success of its voluntary exchange tender offer made for all the shares of Wavefield Inseis ASA that closed on December 12, 2008 and declared the Offer unconditional.
90,140,114 Wavefield shares representing 69.7% of the share capital and the voting rights of Wavefield have been tendered to the Offer.
CGGVeritas has announced its decision to waive the 85% threshold condition to the Offer set forth in Section 4.5 of the Offer document dated November 25, 2008 and approved by the Oslo Stock Exchange. All other conditions to the Offer have been satisfied.
The Offer is therefore unconditional and shall be effective on the settlement date, on or about December 19, 2008.
Commenting on the news, Robert Brunck, Chairman and CEO of CGGVeritas, said, "We are very pleased by the broad support that Wavefield shareholders have shown to the strategic and industrial advantages of the proposed combination of our two companies. Together, we are now an even more robust company, and better positioned to provide a clear benefit to all shareholders, employees and customers."
On the basis of the exchange ratio of the Offer, one (1) newly issued CGGVeritas share for each seven (7) Wavefield shares, CGGVeritas will issue 12,877,160 CGGVeritas Shares, corresponding to 9.4% of the share capital and 8.9% of voting rights of CGGVeritas.
The newly issued CGGVeritas shares will be transferred to Wavefield shareholders who have tendered and delivered their Wavefield shares under the terms and conditions of the Offer, on or about December 19, 2008.
In the event that CGGVeritas owns more than 90% of the shares of Wavefield upon completion of the mandatory offer, CGGVeritas will launch a compulsory acquisition ("Squeeze-out") of the remaining shares of Wavefield. Such Squeeze-out could be completed by the end of February 2009.
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