Compagnie Générale de Géophysique, Massy, France, (NYSE: GGY) plans to acquire Veritas DGC Inc., Houston, (NYSE: VTS) for US$3.1 billion in cash and stock.

The deal includes US$1.5 billion in cash and the option for Veritas shareholders to receive either 47 million CGG shares, at 2.2501 CGG shares per Veritas share, for 51% of Veritas shares or US$75 in cash for each of the remaining 49% of Veritas shares.

Veritas provides integrated geophysical information and services worldwide. The merged company will have a seismic fleet of 20 vessels, including 14 high-capacity 3-D vessels, and land crews in both the Western and Eastern hemispheres.

CGG chairman and chief executive Robert Brunck says, "CGG-Veritas will be a leading global seismic company and the only pure-play-listed investment opportunity of this scale in the seismic sector."

Veritas chairman and CEO Thierry Pilenko says, "Together, the talent of our people, the strength of our technology and technique, our leading-edge acquisition capabilities, state-of-the-art proprietary imaging technology and high-quality data library assets will enable CGG-Veritas to better serve our customers and deliver superior returns to our investors."

After the merger, the CGG-Veritas board will include both Brunck and Pilenko. Credit Suisse and Rothschild are financial advisors to CGG. Goldman Sachs is financial advisor to Veritas.



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