CGGVeritas announced that the settlement of its mandatory offer for the 38,903,024 shares of Wavefield Inseis (OSE: WAVE) (representing 30.1% of the share capital) that it did not own, as well as the 2,892,875 shares that could be created following the exercise of the existing stock options, will occur on February 5, 2009.
Upon settlement of the Offer, CGGVeritas will hold 127,523,250 shares in Wavefield, constituting approximately 98.6% of the existing share capital and voting rights of Wavefield.
In accordance with applicable laws and regulations and as set forth in section 2.17 of the Offer document, considering CGGVeritas upon settlement will own more than 90% of the shares and voting rights of Wavefield, CGGVeritas will, following the settlement of the Offer, launch a compulsory acquisition ("Squeeze-Out") of the remaining shares of Wavefield. A separate disclosure will be sent once the decision of the Squeeze-Out has become effective.
In accordance with section 6-22(2) of the Norwegian Securities Trading Act, the price offered in the Squeeze-Out will be the same as the Offer price, i.e. NOK 15.17 for each Wavefield share, and will be paid in cash.
In accordance with the Norwegian Public Limited Companies Act, all Wavefield shares subject to the Squeeze-Out will be transferred to CGGVeritas, while compensation for those shares will be paid after the expiry of the objection period, in April 2009.
After completion of the transfer of Wavefield shares to CGGVeritas following the Squeeze-Out, a shareholders' meeting of Wavefield will be convened to approve the application for a delisting of Wavefield shares.
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