CGGVeritas :With the Closing of the Acquisition of Fugro's Geoscience Division, CGG Announces today:
January 28, 2013 - PARIS
* A New Identity for the Group[1]
* The Transformation of CGG into a Leading Integrated Geoscience Group
* A Three-Division Organization
* The creation of the Joint Venture "Seabed Geosolutions"
CGG announced today that the main agreements needed to close theacquisition ofFugro's Geoscience Division have been signed. The effective date of theclosingwill be January 31(st), 2013, with the exception of the airborneactivity andcertain minor assets which will be contributed later, once alloperatinglicenses and administrative authorizations have been received.
The Group has simplified its brand name from CGGVeritas to CGG. The Groupis noworganized around three Divisions: Equipment, Acquisition and Geology,Geophysics& Reservoirs (GGR).
With this transformative acquisition, CGG establishes a leading positionin thehigh-tech integrated geology & geophysics and reservoir characterizationmarketwhile strengthening and extending its existing businesses. CGG becomes afullyintegrated Geoscience group, with less cyclical and low capitalintensivebusinesses.The agreement also includes strategic partnerships:
* The creation of a Joint-Venture, Seabed Geosolutions, a focusedglobal leader in the rapidly growing Seabed acquisition market, which is60%-owned by Fugro and 40% by CGG.
* A marketing and selling Multi-Client agreement for CGG to sellFugro's existing 3D data, which remains owned by Fugro.
* A global strategic technical and commercial mutual preferredsupplier agreement.
Jean-Georges Malcor, Chief Executive Officer of CGG said: "Theacquisition ofFugro's Geoscience division will be completed by January 31, 2013 and Iwouldfirst like to warmly welcome our 2,500 new talented colleagues into theGroup.
We have a strengthened asset base, increased resources andenhancedcapabilities. The addition of Fugro's activities and technologies,includingJason and Robertson, significantly enhance our integratedGeosciencecapabilities. It also strengthens our core activities in equipment,imaging, andacquisition, particularly in marine with the addition of fourhigh-end 3Dvessels. Moreover, we expand into new markets such as airbornegeophysics,marine gravity, electromagnetic and Data Management Services.
We are creating an exciting new Group to better serve our clients. Ourthreenew Divisions (Equipment - Acquisition - Geology, Geophysics & Reservoir)coverbetter the exploration to production value chain. This presents us withmanyopportunities to create value for our shareholders, our clients, ourcolleaguesand our partners.
As we are entering in a new era, the brand name of the Group is changingand issimplified to CGG. This new brand identity enables us to capitalizeon ourhistoric roots while also leading the way to the future.
We now have a group of nearly 10,000 people from all around the world,who arepassionate about geoscience and working together to deliver the bestsolutionsto our clients. It will help us create a stronger and more sustainablebusinessfor the future. "
Financing of the Transaction
Taking into account the estimate of the acquired Working Capital asof theClosing date and the amount due by Fugro to reach a 60% shareholdingin theSeabed Geosolutions JV, the net cost of the transaction amounts to EUR975m.
It is financed with the net proceeds of the EUR414 million capital increasewith aRights Issue we made in October 2012, with the net proceeds of the EUR360millionconvertible bonds we issued in November 2012, and with a vendor loan fromFugrowhich was agreed upon to achieve a rapid closing. This vendor loanamounts toEUR125 million at the Closing date, to be extended to EUR225m atthe date ofeffective acquisition of the airborne activity.
A New Brand Identity for the Group
To capitalize on our heritage while developing and leading the wayto thefuture, the Group has simplified its name to CGG. This newbrand isinternational, easy to say and is known by the industry. It will beusedimmediately.
For the time being, the current legal name of the listed companyremains"Compagnie Générale de Géophysique - Veritas". The updateof the current legalname to "CGG" will be submitted by the Board of Directors for approvalat thenext shareholders' meeting on May 3, 2013.
As of February 1(st), 2013, the Group will have "CGG" as a new and uniquetickersymbol on the Euronext Paris SA and the New York Stock Exchange.
The logo, strongly recognized and appreciated, is modernized to betterreflectthe Group's high-tech and market-leading positions.
Along with this new brand identity, the Group's Mission, Vision & Valueshaveevolved and been simplified to accurately reflect CGG's DNA andaspirationswithin a single culture, a common purpose and shared future ambition.
CGG's Mission: To create value by optimizing the discovery and thedevelopment of natural resources
CGG's Vision: To be the geoscience partner of choice
CGG's Values: Powered by people, around the world, we
.have a passion for innovation
.operate safely and with integrity
in order to deliver sustainable performance
A Three-Division Organization
As a global integrated Geosciences group, CGG is from now on, in linewith itsstrategy and businesses, organized around three Divisions:Equipment,Acquisition and Geology, Geophysics & Reservoirs (GGR).
* The Equipment division includes Sercel business entities aswell as Optoplan, Metrolog, GRC and De Regt.
* The Acquisition division is made up of Marine Acquisition, LandAcquisition and Airborne Acquisition (once contributed) and includes GeneralGeophysics, Electromagnetic and Gravity & Magnetic services.
* The GGR division includes: Multi-Client and New Ventures,Processing & Imaging, Jason and Hampson-Russell (Reservoir Characterization),Robertson (Exploration & Geology), Data Management Services.
Creation of a Strategic Joint Venture in Seabed Acquisition Services
Seabed Geosolutions is a focused global leader in the rapidly growingSeabedacquisition market. The joint venture is 60%-owned by Fugro and 40% byCGG. CGGcontributed its Shallow Water, Ocean Bottom Cable and Permanent ReservoirMonitoring services along with its Ocean Bottom Node business. Fugrocontributedits Ocean Bottom Node business.
About CGG:
CGG (www.cgg.com) is a fully integrated Geoscience company providingleadinggeological, geophysical and reservoir capabilities to its broad base ofcustomers primarily from the global oil and gas industry. Through its threecomplementary business divisions of Equipment, Acquisition and Geology,Geophysics & Reservoir (GGR), CGG brings value across all aspects ofnaturalresource exploration and exploitation.CGG employs 10,000 people around the world, all with a Passion forGeoscienceand working together to deliver the best solutions to its customers.CGG is listed on the Euronext Paris SA (ISIN: 0000120164) and the New YorkStockExchange (in the form of American Depositary Shares. NYSE: CGV).
[1] The group has simplified its brand name from CGGVeritas to CGG. For thetimebeing, the current legal name of the listed company remains "CompagnieGénéralede Géophysique - Veritas". The update of the current legal name to"CGG" will besubmitted by the Board of Directors for approval at the nextshareholders'meeting on May 3, 2013.
Press Release pdf version:http://hugin.info/142000/R/1673479/544813.pdf
This announcement is distributed by Thomson Reuters on behalf ofThomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: CGGVeritas via Thomson Reuters ONE[HUG#1673479]
Contacts:
Investor Relations
Christophe Barnini
Tel: +33 1 64 47 38 11
E-Mail: Email Contact
Group Communications
Antoine Lefort
Tel: +33 1 64 47 34 89
E-mail: Email Contact
