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 Press Release date January 18, 2002
* * * *
THE FOLLOWING PRESS RELEASE WAS ISSUED BY VERITAS ON JANUARY 18, 2002.
* * * *
PETROLEUM GEO-SERVICES AND VERITAS DGC
CLEAR U.S. ANTITRUST REVIEW
HOUSTON & OSLO, Norway--(BUSINESS WIRE)--January 18, 2002--Petroleum
Geo-Services ASA (NYSE:PGO) (OSE:PGS) and Veritas DGC Inc. (NYSE:VTS) (TSE:VTS)
today announced that the waiting period under the U.S. Hart-Scott-Rodino
Antitrust Improvements Act for their proposed combination has expired. The
expiration of the Hart-Scott-Rodino waiting period satisfies one of the
regulatory conditions relating to the combination.
Petroleum Geo-Services is a technologically focused oilfield service company
principally involved in two businesses: geophysical seismic services and
production services. PGS acquires, processes, manages and markets 3D, time-lapse
and multi-component seismic data and provides associated data management
solutions. 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. In its production services business, PGS owns four
floating production, storage and offloading systems and operates numerous
offshore production facilities for oil and gas companies. FPSOs permit oil and
gas companies to produce from offshore fields more cost effectively. PGS
operates on a worldwide basis with headquarters in Oslo, Norway, and Houston.
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.
In connection with the proposed merger of Veritas and a subsidiary of a 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.