Filed by General Geophysics Co.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Veritas DGC Inc.
Commission File No.: 001-07427
On December 11, 2006, Veritas DGC Inc. published the following press release.
Veritas DGC Inc. Announces
Receipt of Internal Revenue Service Private Letter Ruling
Houston December 11, 2006 Veritas DGC Inc. (NYSE: VTS) today announced that it has
received the requested United States Internal Revenue Service private letter ruling in connection
with the previously announced merger agreement whereby Compagnie Générale de Géophysique (CGG)
will acquire Veritas. The IRS ruled that the exchange of Veritas common stock for CGG ADSs or CGG
ADSs and cash will qualify for an exception to Section 367(a)(1) of the Internal Revenue Code. As
a result, Veritas and CGG expect that the material U.S. federal income tax consequences of the
merger to Veritas stockholders will be as follows:
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Stockholders who exchange Veritas common stock solely for cash in the merger generally
will recognize capital gain or loss for U.S. federal income tax purposes equal to the
difference between the amount of cash received and the stockholders tax basis in the
Veritas stock surrendered. |
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Stockholders who exchange Veritas common stock solely for CGG ADSs in the merger will
not recognize any gain or loss for U.S. federal income tax purposes, except to the extent
of the cash received in lieu of a fractional CGG ADS. |
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Stockholders who exchange Veritas common stock for a combination of cash and CGG ADSs in
the merger generally will recognize gain (but not loss) for U.S. federal income tax
purposes equal to the lesser of (1) the excess of the sum of the cash and the fair market
value of the CGG ADSs received over the stockholders tax basis in the Veritas common stock
surrendered or (2) the amount of cash received. |
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A stockholders holding period for U.S. federal income tax purposes for the CGG ADSs
received in the merger generally will include the holding period for the Veritas common
stock surrendered in the merger. |
It should be noted that with respect to a Veritas stockholder who holds shares of Veritas common
stock and will own directly, indirectly or constructively through attribution rules, at least five
percent of either the total voting power or total value of the combined companys ordinary shares
immediately after the merger, the exception provided by the ruling will only apply if the
stockholder files a gain recognition agreement satisfying the requirements of Section 1.367(a)-8 of
the U.S. Income Tax Regulations. If you believe you could become a five-percent transferee
stockholder of the combined company, you should consult your tax advisor about the applicable
special rules and time-sensitive tax procedures.
The information in this press release is only a summary and does not contain all of the information
that may be material to a Veritas stockholder. Please refer to The Merger Certain Material U.S.
Federal Income Tax Consequences of the proxy statement/prospectus dated November 30, 2006 for a
more complete discussion of the U.S. federal income tax consequences of the merger. Determining
the actual tax consequences of the merger to a particular stockholder may be complex and will
depend on the stockholders specific situation. Veritas stockholders are encouraged to consult
their own tax advisor for a full understanding of the tax consequences of the merger.
On September 5, 2006, Veritas and CGG announced that they entered into a definitive agreement for
the merger. Completion of the merger remains subject to receipt of shareholders approval, as well
as the satisfaction of other customary closing conditions.
FORWARD-LOOKING INFORMATION
This press release may contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These include statements as to expectations, beliefs and
future financial performance, such as statements regarding our business prospects. All of these
are based on current information and expectations that are subject to a number of risks,
uncertainties and assumptions. These risks and uncertainties are more fully described in our
reports filed with the Securities and Exchange Commission. Should one or more of these risks or
uncertainties materialize, or should the assumptions prove incorrect, actual outcomes may vary in
material respects from those currently anticipated.
INVESTOR NOTICE
In connection with the proposed transaction between Compagnie Générale de Géophysique (CGG) and
Veritas DGC Inc. (Veritas), CGG has filed a registration statement on Form F-4 (File no.
333-138033) (the Form F-4), which includes a definitive Proxy Statement/Prospectus, dated
November 30, 2006, relating to the CGG ordinary shares underlying the CGG American Depositary
Shares (ADS) to be issued in the proposed transaction. CGG and Veritas have also filed, and
intend to continue to file, additional relevant materials with the Securities and Exchange
Commission (the SEC), including the filing by CGG with the SEC of a Registration Statement on
Form F-6 (the Form F-6 and together with the Form F-4, the Registration Statements) to register
the CGG American Depositary Shares (ADS), as well as the CGG ordinary shares underlying such CGG
ADSs, to be issued in exchange for shares of Veritas common stock. The Registration Statements and
the Proxy Statement/Prospectus contain important information about Veritas, CGG, the proposed
transaction and related matters. Investors and security holders are urged to read the Registration
Statements and the Proxy Statement/Prospectus carefully, and any other relevant documents filed
with the SEC, including all amendments, because they contain important information. Investors and
security holders may be able to obtain free copies of the documents filed with the SEC by CGG and
Veritas (including the Form F-4 and, when filed, the Form F-6) through the web site maintained by
the SEC at www.sec.gov. In addition, investors and security holders may be able to obtain free
copies of materials filed with the SEC by CGG and Veritas (including the Form F-4 and, when filed,
the Form F-6) by contacting Investor Relations at +1 832 351 8821 and from CGG by contacting
Investor Relations at invrel@cgg.com or by telephone at +33 1 64 47 38 31.
Veritas and its directors and executive officers also may be deemed to be participants in the
solicitation of proxies from the stockholders of Veritas in connection with the transaction
described herein. Information regarding the special interests of these directors and executive
officers in the transaction described herein is included in the Proxy Statement/Prospectus
described above. Additional information regarding
these directors and executive officers is also
included in Veritass Amendment No. 1 to Form 10-K/A, which was filed with the SEC on or about
November 28, 2006. This document is available free of charge at the SECs web site at www.sec.gov
and from Veritas by contacting Investor Relations at +1 832 351 8821.
CGG and its directors and executive officers may be deemed to be participants in the solicitation
of proxies from the stockholders of Veritas in connection with the transaction described herein.
Information regarding the special interests of these directors and executive officers in the
transaction described
herein will be included in the Proxy Statement/Prospectus described above. Additional information
regarding these directors and executive officers is also included in CGGs Form 20-F filed with the
SEC on May 9, 2006. This document is available free of charge at the SECs web site at www.sec.gov
and from CGG by contacting Investor Relations at +33 1 64 47 38 31.
CIRCULAR 230 NOTICE
To ensure compliance with IRS Circular 230, we are required to advise you that: (a) the description
of tax consequences contained herein is not intended or written to be relied upon, and cannot be
relied upon for avoiding penalties that may be imposed under the Internal Revenue Code; (b) the
description was written in connection with the proposed transaction; and (c) Veritas shareholders
should seek advice based on their particular circumstances from an independent tax advisor.
Veritas DGC Inc., headquartered in Houston, Texas, is a leading provider of integrated geophysical
information and services to the petroleum industry worldwide. Additional information regarding
Veritas maybe found at www.veritasdgc.com.
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For additional information, please contact:
Mindy Ingle
Investor Relations
Tele: + 1 832 351 8821
mindy_ingle@veritasdgc.com