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 7th 2006, Compagnie Générale de Géophysique (General Geophysics
Company) announces his intent to launch the syndication of a senior secured term loan
B
COMPAGNIE GENERALE DE GEOPHYSIQUE
(ISIN : 0000120164 NYSE : GGY)
Paris, December 7th 2006
Compagnie Générale de Géophysique (ISIN: 0000120164 NYSE: GGY) intends to launch the syndication
on December 8, 2006 of a senior secured term loan B facility of up to $800 million and a
revolving credit facility of up to $100 million.
The term loan B would be used principally to finance part of the cash consideration payable to
Veritas stockholders in its contemplated merger with CGG.
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Contact: Christophe BARNINI
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(33) 1 64 47 38 10
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Email
: invrel@cgg.com |
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Internet
: www.cgg.com |
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In connection with the proposed combination 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 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.