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 document is filed herewith pursuant to Rule 425 under the
Securities Act of 1933:
o Joint press release issued by Veritas and PGS on June 26, 2002.
* * * *
THE FOLLOWING PRESS RELEASE WAS ISSUED JOINTLY BY VERITAS AND PGS ON JUNE 26,
2002 TO ANNOUNCE THE NEW NAME AND LOGO FOR THE COMBINED COMPANY.
* * * *
[VGS LOGO]
VERITAS GEO-SERVICES SELECTED AS NEW BRAND NAME
FOR COMBINED VERITAS, PGS COMPANY
New name and logo effective with completion of combination
HOUSTON, TX AND OSLO, NORWAY - JUNE 26, 2002 - Veritas DGC Inc. (NYSE & TSE:
VTS) and Petroleum Geo-Services ASA ("PGS") (NYSE: PGO, OSE: PGS) today
announced a new brand name and logo for the proposed combination of the
companies, to become effective upon the completion of their previously announced
merger. The parent company will be VGS Inc., a newly formed Cayman Islands
company. This new company will be represented as "Veritas Geo-Services,"
utilizing a new logo that incorporates the current PGS graphics with the letters
"VGS," in a new color scheme.
Marketing executives of both companies said the goal in deciding upon a new name
was to capture existing brand equities of both organizations while creating a
singular identity for the combined company. Dennis Jordhoy, vice president of
corporate marketing for Veritas and Sverre Strandenes, senior vice president of
corporate profiling for PGS, said in a joint statement, "Veritas Geo-Services
will be the second largest geophysical services and production company in the
world. We want to build a distinctive new brand for the company while leveraging
the market recognition and reputation of both the Veritas and PGS brands. This
reflects our intent to deliver the best of both organizations to our combined
customer base."
On June 21, the two companies announced an amendment to their agreement
originally reached last November. The companies expect to complete the
transaction in the late third quarter or early fourth quarter this year.
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. This data is 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.
This press release contains 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 the benefits of the combination, including broader
product offerings of the combined company and cash flow stability. 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.
Factors discussed in PGS' and Veritas's periodic filings with the SEC, including
their Annual Reports on Form 20-F (PGS) or Form 10-K (Veritas), 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, could cause actual results to differ materially
from those described in the forward-looking statements. 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.
# # #
PGS CONTACTS:
J. Chris Boswell, SVP & CFO
Sam R. Morrow, SVP Finance & Treasurer
Phone: 281-589-7935
Dag W. Reynolds, Director European IR
Phone: +47 67 52 66 00
VERITAS CONTACTS:
Matthew Fitzgerald, SVP, CFO and Treasurer
Rene VandenBrand, VP Business Development
Mindy Ingle, Investor Relations
Phone: 832-351-8821