FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a- 16 or 15d- 16 of
the Securities Exchange Act of 1934
For the month of January, 2007
GENERAL GEOPHYSICS COMPANY-VERITAS
(translation of registrant’s name into English)
Tour
Maine-Montparnasse, 33, avenue du Maine, BP 191, 75755 Paris
Cedex 15 FRANCE (address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form
20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No þ
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82
CGGVeritas
(ISIN: FR0000120164; NYSE: CGV)
Creation of CGGVeritas
PARIS January 15, 2007 — Compagnie Générale de Géophysique-Veritas (NYSE: CGV ; formerly GGY)
today announced the completion of the merger between Veritas DGC Inc. (NYSE: formerly VTS) and a
subsidiary of Compagnie Générale de Géophysique on January 12, 2007, upon satisfaction of the
closing conditions of the merger agreement.
The combined company has been renamed “Compagnie Générale de Géophysique-Veritas,” abbreviated as
“CGGVeritas”, and is listed on both Euronext Paris and the New York Stock Exchange (in ADS form).
The trading symbol of the combined company’s ADS on the New York Stock Exchange is “CGV”.
Based on merger closing date, and according to the formula set out in the merger agreement, the per
share cash consideration to holders of Veritas stock is $85.50 and the per share stock
consideration is 2.0097 CGGVeritas ADSs. As disclosed previously, Veritas stockholders who elected
cash will receive a mix of cash consideration and stock consideration, and the stockholders who
elected stock and all stockholders who failed to make a valid election will receive stock
consideration. The exact allocation of merger consideration to stockholders who elected cash will
not be known until final results of the election process are determined, at the end of the
guaranteed delivery period at 5:00 p.m., New York City time, on January 17, 2007.
During the CGG shareholders meeting held on January 9, 2007, CGG shareholders voted, conditioned
upon completion of the merger, to elect four new board members, all of whom were previous board
members of Veritas, namely: Loren K. Carroll, Thierry Pilenko, David F. Work and Terence Young. The
board of directors of CGGVeritas is composed of 12 members.
Robert Brunck stated, “As Chairman and CEO, I am very pleased to present to our shareholders the
leading pure-play geophysical company, CGGVeritas. We provide our shareholders and customers with
an unrivaled asset base and the industry reference in advanced technology supported by the deep
expertise of our employees worldwide.
With our leading equipment manufacturing activities, state of the art vessels and land crews,
extremely well positioned multi-client library, cutting-edge imaging technologies and the unique
knowledge and client-focused mindset of our people, CGGVeritas is a choice of value for our
customers and shareholders, especially considering the favorable upstream oil and gas services
market environment.
Our unmatched capabilities provide our customers with the right tools to better explore, better
develop and better produce reservoirs as they look to address reserve replacement challenges. In
full partnership with our clients, we will leverage our unique positioning into sustainable value
creation for our shareholders and a highly motivating work environment for our personnel”.
The company will officially launch its new corporate identity on January 23rd 2007, to celebrate
the creation of CGGVeritas.
About CGGVeritas:
CGGVeritas (www.cggveritas.com) 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.
CGGVeritas is listed on the Eurolist of Euronext Paris SA (ISIN: 0000120164) and the New York Stock
Exchange (under the form of American Depositary Shares, NYSE: CGV).
| |
|
|
Contact Relations Investisseurs: |
|
|
Christophe Barnini Tel.: +33 1 64 47 38 10
|
|
e-mail : Invrel@cgg.com |
Contact Press: |
|
|
Brunswick Tel.: +1 212 333 3810 |
|
|
Page 2