FILED BY VERITAS DGC INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14A-12 AND RULE 14D-2(b)
OF THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: VERITAS DGC INC.
COMMISSION FILE NO.: 001-07427
SUBJECT COMPANY: PETROLEUM GEO-SERVICES ASA
COMMISSION FILE NO.: 001-14614
SUBJECT COMPANY: VENUS I
COMMISSION FILE NO.: 001-07427
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain statements herein contained are forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These statements are based on management's current
expectations and beliefs and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. The forward-looking statements
contained herein include statements about future financial and operating results
of the combined company, including the accretiveness and estimated cost savings
of the transaction, the financial position of the combined company after
completion of the transaction, and the timing and other benefits of the
transaction. These statements are not guarantees of future performance, involve
certain risks, uncertainties, and assumptions that are difficult to predict, and
are based upon assumptions as to future events that may not prove accurate.
Therefore, actual outcomes and results may differ materially from what is
expressed herein. In any forward-looking statement in which PGS or Veritas
expresses an expectation or belief as to future results, such expectation or
belief is expressed in good faith and is believed to have a reasonable basis,
but there can be no assurance that the statement or expectation or belief will
result or be achieved or accomplished. The following factors, among others,
could cause actual results to differ materially from those described in the
forward-looking statements: the risk that PGS and Veritas' businesses will not
be integrated successfully; costs related to the proposed transaction; failure
of Veritas stockholders to approve the proposed transaction; failure of a
sufficient number of PGS shareholders to exchange their shares for the new
holding company's shares; failure of other closing conditions to be satisfied
and other economic, business, competitive and/or regulatory factors affecting
PGS and Veritas' businesses generally, including prices of oil and natural gas
and expectations about future prices, as set forth in PGS and Veritas' filings
with the SEC, including their most recent Annual Reports on Form 20-F (PGS) or
Form 10-K (Veritas), especially in the Management's Discussion and Analysis
section, PGS' most recent Reports on Form 6-K and Veritas' most recent Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K. PGS and Veritas are under
no obligation to (and expressly disclaim any such obligation to) update or alter
their forward-looking statements whether as a result of new information, future
events or otherwise.
ADDITIONAL INFORMATION
In connection with the proposed merger of Veritas and a subsidiary of the new
Cayman Islands holding company ("Caymanco"), Veritas and Caymanco will file a
proxy statement/prospectus with the Securities and Exchange Commission (the
"SEC"), and with respect to the proposed exchange offer for PGS shares, Veritas
and Caymanco will file a Tender Offer Statement on Schedule TO, which will
include a related prospectus, and PGS will file a Solicitation/ Recommendation
Statement on Schedule 14D-9. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THESE DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy of these
documents (when they are available) and other documents filed by PGS, Veritas
and Caymanco with the SEC at the SEC's web site at www.sec.gov. The proxy
statement/prospectus, the tender offer statement and solicitation /
recommendation statement (when they are available) and these other documents may
also be obtained for free from PGS or Veritas by calling PGS at (281) 589-7935,
or by calling Veritas at (832) 351-8300.
The following documents are filed herewith pursuant to Rule 425 under the
Securities Act of 1933:
o Graph and data on traffic volume on Veritas external website
o Schedule of meetings between Veritas and PGS management groups
* * * *
THE FOLLOWING GRAPH AND RELATED DATA REGARDING THE VOLUME OF TRAFFIC ON THE
VERITAS EXTERNAL WEBSITE WILL BE POSTED ON THE VERITAS INTRANET AS A REFERENCE
AND A SOURCE OF INFORMATION FOR VERITAS EMPLOYEES.
* * * *
Merger update
January 9, 2002
MERGER ANNOUNCEMENT GENERATES HUGE INDUSTRY INTEREST
The announcement of the Veritas-PGS merger generated a great deal of interest
among our employees, customers, vendors, shareholders and stock analysts.
The following graph shows the amount of traffic received on the Veritas website
(www.veritasdgc.com) as a result of the announcement on November 27th:
DAILY BREAKDOWN
VERITAS WEBSITE TRAFFIC - NOVEMBER 2001
Page
Date Views
---- -----
11/01/01 ......................... 3,625
11/02/01 ......................... 2,863
11/03/01 ......................... 1,232
11/04/01 ......................... 1,409
11/05/01 ......................... 3,788
11/06/01 ......................... 3,665
11/07/01 ......................... 4,246
11/08/01 ......................... 3,366
11/09/01 ......................... 2,680
11/10/01 ......................... 1,091
11/11/01 ......................... 1,168
11/12/01 ......................... 3,610
11/13/01 ......................... 3,278
11/14/01 ......................... 3,484
11/15/01 ......................... 3,314
11/16/01 ......................... 3,695
11/17/01 ......................... 1,887
11/18/01 ......................... 2,878
11/19/01 ......................... 3,248
11/20/01 ......................... 3,516
11/21/01 ......................... 3,915
11/22/01 ......................... 2,492
11/23/01 ......................... 2,395
11/24/01 ......................... 1,417
11/25/01 ......................... 2,624
11/26/01 ......................... 7,204
11/27/01 ......................... 21,022
11/28/01 ......................... 9,569
11/29/01 ......................... 6,941
11/30/01 ......................... 9,976
Page views on Nov 27th = 21,022 (or 700% of regular daily levels)
Page views in week of Nov 26th - 30th = 54,712 (or 270% of regular
weekly levels)
Page views for our public Webcast and Merger News webpages were:
NOV 26TH NOV 27TH NOV 28TH NOV 29TH NOV 30TH TOTALS
Webcast Page 29 344 50 22 15 460
Merger News Page n/a 286 263 162 234 945
(All these numbers are OUTSIDE traffic and exclude internal usage from Veritas
offices worldwide)
Over 400 people, mostly analysts, registered and listened to our conference
call. Our usual registration for quarterly earnings conference calls is less
than 50. Many of the analysts then reported on the news, most with very
favorable comments.
Since November, despite the Christmas break, our website traffic has sustained
levels approximately 11% above average, reflecting continued industry interest
in the ongoing merger.
* * * *
THE FOLLOWING SCHEDULE OF MEETINGS AND PRESENTATIONS BETWEEN VERITAS AND PGS
MANAGEMENT GROUPS WILL BE POSTED ON THE VERITAS INTRANET AS A REFERENCE AND A
SOURCE OF INFORMATION FOR VERITAS EMPLOYEES.
* * * *
Merger Update 1/10/02
The merger planning process began in earnest on January 3, with two days of
meetings and presentations in Houston with the corporate groups of both
companies. The meetings were designed to introduce the people and philosophy of
each company to their counterparts, as well as to senior management.
Further meetings are planned over the next month to introduce the management of
the operational groups to each other, and to encourage discussion between the
groups. This process helps the groups meet each other on a personal level, and
will lay the groundwork for more detailed organizational planning which will
begin after these introductory sessions.
The meeting schedule is as follows:
DATE DIVISION LOCATION
Monday - Tuesday, January 14 - 15 EAME Crawley
Thursday - Friday, January 17 - 18 Marine Acquisition Crawley
Monday - Tuesday, January 21 - 22 Data Processing Crawley
Thursday - Friday, January 24 - 25 Asia Pacific Singapore
Monday - Wednesday, February 4 - 6 NASA & VES/Reservoir Houston
Thursday - Friday, February 7 - 8 Land Acquisition Houston
& Land Surveys
* * * *