FILED BY VERITAS DGC INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933, AS AMENDED
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: VGS Inc.
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
The following documents are filed herewith pursuant to Rule 425 under the
Securities Act of 1933, as amended:
o Press release issued by Veritas on July 30, 2002.
o Message sent to Veritas employees on July 30, 2002.
o Press release issued by Veritas on July 31, 2002.
* * * *
THE FOLLOWING PRESS RELEASE WAS ISSUED BY VERITAS ON JULY 30, 2002 TO ANNOUNCE
THE VERITAS BOARD OF DIRECTORS WITHDRAWS SUPPORT FOR THE COMBINATION WITH PGS.
[VERITAS LOGO]
VERITAS BOARD WITHDRAWS SUPPORT FOR COMBINATION WITH PETROLEUM GEO-SERVICES
HOUSTON, TX - JULY 30, 2002 - Veritas DGC Inc. ("Veritas") (NYSE & TSE: VTS)
today announced that its Board of Directors has withdrawn its approval and
recommendation supporting the previously announced business combination with
Petroleum Geo-Services ASA (NYSE: PGO, OSE: PGS).
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.
For additional information, please contact:
Mindy Ingle, Investor Relations (832) 351-8821
* * * *
THE FOLLOWING MESSAGE WAS SENT BY E-MAIL ON JULY 30, 2002 FROM THE MANAGEMENT OF
VERITAS TO THE VERITAS EMPLOYEES.
This afternoon, the Board of Directors of Veritas announced that it had
withdrawn it's approval and recommendation supporting the previously announced
business combination with Petroleum Geo-Services. The Board felt that the
merger would not be in the best interest of the Veritas shareholders. A press
release is being issued at this time to tell the public that this action has
been taken. In essence, this means that the merger will not proceed and that
each company will continue to pursue their own directions. We wish PGS well in
their future endeavors.
On behalf of the Board, I would like to thank all of the many people who
contributed a significant amount of time and effort to help facilitate the
merger. It has been challenging at times, fun at time and always a learning
experience. Now that the process has taken this turn, it's time that we
concentrate on our business and the many fine opportunities that are before us.
Life is a journey, not a destination.
* * * *
THE FOLLOWING PRESS RELEASE WAS ISSUED BY VERITAS ON JULY 31, 2002 TO ANNOUNCE
THE TERMINATION OF THE COMBINATION WITH PGS.
[VERITAS LOGO]
MERGER AGREEMENT BETWEEN VERITAS DGC AND PETROLEUM GEO-SERVICES TERMINATED
HOUSTON, TX - JULY 31, 2002 - Veritas DGC Inc. ("Veritas") (NYSE & TSE: VTS)
today announced that its merger agreement with Petroleum Geo-Services ASA (NYSE:
PGO, OSE: PGS) has been formally terminated.
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.
# # #
For additional information, please contact:
Mindy Ingle, Investor Relations (832) 351-8821