CGGVeritas Receives Approval for its Voluntary Exchange Tender for Wavefield Inseis ASA by the Oslo Stock Exchange
26 11월 2008 - 3:00PM
PR Newswire (US)
The Offer will be open from November 27 until December 12, 2008
PARIS, Nov. 26 /PRNewswire-FirstCall/ -- CGGVeritas (ISIN:
0000120164 - NYSE: CGV) announced today that the Company's
voluntary exchange tender offer (the "Offer") for 100% of the
shares of Wavefield Inseis ("Wavefield") (OSE: WAVE) has received
formal approval from the Oslo Stock Exchange pursuant to Chapter 6
of the Norwegian Securities Trading Act. The French Autorite des
marches financiers had granted its visa No. 08-263 on CGGVeritas'
prospectus regarding the issue and admission to trading of the
CGGVeritas shares to be issued as consideration in the Offer on
November 24, 2008. The Offer will be open from Thursday, November
27, 2008 until Friday, December 12, 2008, 17:30 (CET). In the
context of this Offer, CGGVeritas will offer eligible Wavefield
shareholders one newly issued CGGVeritas share for each seven
Wavefield shares. -- Aggregate equity value implied by the
transaction is approximately $310 million based on the closing
price of CGGVeritas and Wavefield on November 7, 2008, an implied
31% premium for the Wavefield shareholders -- The net debt coverage
ratios of CGGVeritas remain unchanged post transaction The proposed
combination presents a strong strategic rationale and is
immediately accretive to both earnings and cash flow per share.
Bringing the two companies together will strengthen the technology
position across Services and Equipment in the high-end market. The
Offer document, as approved by the Oslo Stock Exchange, is
available on CGGVeritas' website (http://www.cggveritas.com/) and
free of charge from the following address: CGGVeritas Tour Maine
Montparnasse 33, avenue du Maine BP191 75755 Paris Cedex 15 France
The press release dated November 10, 2008 announcing the offer is
also available on our website. About CGGVeritas CGGVeritas is a
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. CGGVeritas is listed on Euronext Paris SA (ISIN:
0000120164) and the New York Stock Exchange (in the form of
American Depositary Shares, NYSE: CGV). Investor Relations Contacts
Paris: Houston: Christophe Barnini Hovey Cox Telephone: +33 1 64 47
38 10 Telephone: +1 832 351 8821 E-Mail: E-Mail: Media Relations
Contacts Paris: Brunswick: Laurent Perpere / Jerome Biscay
Telephone: +33 1 53 96 83 83 E-Mail: Disclaimer This press release
contains forward-looking statements, including, without limitation,
statements about CGGVeritas ("the Company") plans, strategies and
prospects and the potential combination with Wavefield Inseis ASA
discussed herein. These forward-looking statements are subject to
risks and uncertainties that may change at any time, and,
therefore, the Company's actual results may differ materially from
those that were expected. The Company based these forward-looking
statements on its current assumptions, expectations and projections
about future events. Although the Company believes that the
expectations reflected in these forward-looking statements are
reasonable, it is very difficult to predict the impact of known
factors and it is impossible for us to anticipate all factors that
could affect our proposed results. In particular there can be no
assurance as to the consummation or timing of the acquisition or
the realization of any synergies. All forward-looking statements
are based upon information available to the Company as of the date
of this document. Important factors that could cause actual results
to differ materially from management's expectations are disclosed
in the Company's periodic reports and registration statements filed
with the SEC and the AMF. Investors are cautioned not to place
undue reliance on such forward-looking statements. The Offer is
made for the shares of Wavefield, a company organised under the
laws of the Kingdom of Norway, and is subject to the laws of the
Kingdom of Norway. The Offer is being made in reliance on the
exemption from certain requirements of Regulation 14E of the U.S.
Securities Exchange Act of 1934 provided by Rule 14d-1(c)
thereunder and in reliance on the exemption from the registration
requirements of the U.S. Securities Act of 1933 provided by Rule
802 thereunder. The Offer is subject to disclosure requirements and
takeover laws and regulations of the Kingdom of Norway that may be
quite different from those of the United States. The financial
statements of Wavefield included in the Offer Document, have been
prepared in accordance with International Financial Reporting
Standards and are not comparable to the financial statements of
United States companies. It may be difficult for investors to
enforce their rights and any claim they may have arising under U.S.
securities laws, since the Company is located in a foreign country,
and some or all of its officers and directors may be residents of a
foreign country. Investors may not be able to sue a foreign company
or its officers or directors in a foreign court for violations of
the U.S. securities laws. It may be difficult to compel a foreign
company and its affiliates to subject themselves to a U.S. court's
judgment. Neither the U.S. Securities and Exchange Commission (SEC)
nor the securities commission of any state in the United States has
approved or disapproved of the Offer, passed upon the merits or
fairness of the Offer or passed upon the adequacy or accuracy of
the disclosure in the Offer Document. Any representation to the
contrary is a criminal offence in the United States. DATASOURCE:
CGGVeritas CONTACT: Investor Relations: Paris, Christophe Barnini,
+33-1-64-47-38-10, , or Houston, Hovey Cox, +1-832-351-8821, ;
Media: Paris, Brunswick: Laurent Perpere or Jerome Biscay,
+33-1-53-96-83-83, Web site: http://www.cggveritas.com/
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