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.
03/28/02
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 Press release.
o Message sent to Veritas employees on March 28, 2002.
* * * *
THE FOLLOWING PRESS RELEASE WAS ISSUED JOINTLY BY VERITAS AND PGS ON MARCH 28,
2002.
[VERITAS LOGO]
VERITAS DGC AND PETROLEUM GEO-SERVICES
TO AMEND TERMS OF PENDING COMBINATION
HOUSTON, TEXAS, MARCH 28, 2002: Veritas DGC Inc. (NYSE & TSE: VTS) announced
today that they were in discussions to amend the terms of their pending
combination in various respects. While no definitive amendment has been
reached, the companies indicated that they expected any such amendment to
include the following key terms:
1. PGS shareholders would receive 0.40 shares (previously 0.47 shares)
for each PGS share or American Depositary Share and Veritas
shareholders would receive 1 share of a contemplated new holding
company to be formed to accomplish the combination, resulting in
Veritas shareholders owning approximately 44% of the new company and
PGS shareholders owning approximately 56% of such company;
2. Veritas would be entitled to nominate six of the proposed ten
directors of the new company while PGS would be entitled to nominate
four directors;
3. David B. Robson, the Chief Executive Officer of Veritas, would be the
Chief Executive Officer of the new company and Reidar Michaelsen, the
Chairman and Chief Executive Officer of PGS, would be the Chairman of
the Board;
4. Matthew D. Fitzgerald, the Chief Financial Officer of Veritas, would
be the Chief Financial Officer of the new company; and
5. The transaction would be conditioned upon Veritas being treated as the
acquiring company for accounting purposes.
The companies also indicated that any such amendment would be subject to final
board approvals.
Veritas DGC Inc. offers the oil and gas industry a comprehensive suite of
integrated geophysical services designed to manage exploration risk and enhance
drilling and production success worldwide. These services include seismic data
acquisition in all environments, data processing, data visualization, data
interpretation, reservoir characterization, and extensive non-exclusive seismic
data library surveys worldwide. With over 36 years of operating experience,
Veritas is one of the world's leading providers of advanced geophysical
technologies.
Petroleum Geo-Services is a technologically focused oilfield service company
principally involved in two businesses: Geophysical Operations and Production
Operations. PGS acquires, processes and markets 3D, time-lapse and
multi-component seismic data. These data are used by oil and gas companies in
the exploration for new reserves, the development of existing reservoirs, and
the management of producing oil and gas fields. PGS' advanced geophysical
technologies allow oil and gas companies to better characterize and monitor
their reservoirs in order to enhance production and ultimate recovery of
hydrocarbons. In its Production Operations business, PGS owns four floating
production, storage and offloading systems ("FPSOs") and operates numerous
offshore production facilities for oil and gas companies. FPSOs permit oil and
gas companies to produce from offshore fields more quickly and cost effectively.
PGS operates on a worldwide basis with headquarters in Oslo, Norway and Houston,
Texas.
In connection with the proposed combination transaction, Veritas and a newly
formed holding company 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 the new holding company 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 Veritas, PGS and the holding company
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 Veritas or PGS by calling, by calling Veritas at (832)
351-8821or PGS at (281) 589-7935.
* * * * *
The information included herein contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These statements are based on certain
assumptions and analyses made by the Company in light of its experience and its
perception of historical and future trends, on general economic and business
conditions and on numerous other factors, including expected future
developments, many of which are beyond the control of the Company. Such
forward-looking statements are also subject to certain risks and uncertainties
as disclosed by the Company in its filings with the Securities and Exchange
Commission. As a result of these factors, the Company's actual results may
differ materially from those indicated in or implied by such forward-looking
statements.
# # #
For additional information, please contact:
Mindy Ingle, Investor Relations +1-832-351-8821
Matthew Fitzgerald, Executive Vice President,
Chief Financial Officer & Treasurer
* * * *
THE FOLLOWING MESSAGE WAS SENT BY E-MAIL ON MARCH 28, 2002 FROM DAVE ROBSON,
CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF VERITAS, TO THE EMPLOYEES OF VERITAS.
Dear Fellow Employees
Since we announced the forthcoming merger between the two companies last
November and after a flurry of merger information sessions, the silence that
followed must have been deafening. We are sorry about our inability to
communicate with you to the level that you might expect but there were some
reasons for that. Firstly, PGS had to finish their year-end audit. This was the
year that they changed to Arthur Anderson for their financial auditors so you
can imagine the turmoil that ensued. Secondly, the sale of Atlantis by PGS has
proven to be more challenging than expected and required a considerable amount
of senior management time. Only in the last two weeks has work continued on due
diligence and other merger issues in earnest.
As a result of certain financial issues which have been well documented in the
media, some of the basic terms have been modified by agreement of both companies
and they are as follows
1. PGS will receive .4 shares of the new company for each of their
existing share while Veritas will receive one share for each existing share. PGS
shareholders will own about 56% of the new company and Veritas shareholders will
own about 44%.
2. Veritas will be entitled to nominate six of the proposed ten directors
and PGS will be entitled to nominate four directors
3. I will be CEO of the new company, Reidar Michaelson will be Chairman
and Matt Fitzgerald will be CFO.
These amendments to the merger agreement are subject to final board approvals of
both companies although the boards have been involved in the negotiation of
these terms. A joint press release will be issued explaining the above facts.
I would like to point out that while there are some structural changes as noted
above, this is still a merger and it should not be viewed as a takeover of PGS
by Veritas. Among other things, we will be developing a new name, logo and all
of the associated things to give the new company a new image.
It is imperative that we all cooperate to make the new, combined company the
best geophysical company in the world and a very strong company in the FPSO
business. I know that I can count on your support.