Fugro's Geoscience Division Acquired by CGGVeritas

Press Release
Tuesday, September 25, 2012

CGGVeritas announces acquisition of Fugro’s Geoscience Division (excluding its Multi-Client library and nodes businesses) & the creation of strategic partnerships.

With this agreement, CGGVeritas will become a fully integrated Geoscience company establishing a leading position in the fast growing high-end integrated geology and geophysics and reservoir market. The transaction will also strengthen and extend its existing equipment and acquisition businesses, in particular with the addition of four high-end 3D vessels.

The agreement also includes strategic partnerships which will benefit from the leading positions both parties have in their respective markets:
    •    The creation of a Seabed Joint-Venture,  which will be 60%-owned by Fugro after payment of €225 million to CGGVeritas.
    •    A commercial agreement for CGGVeritas to sell Fugro’s existing Multi-Client data, which remains owned by Fugro.
    •    A global strategic technical and commercial mutual preferred supplier agreement.

The gross amount of the transaction is €1.2 billion, to be paid in cash and expected to be financed with 1/3 of equity and 2/3 from debt and Seabed JV share proceeds, structured to maintain our current credit ratings. As soon as possible, CGGVeritas intends to launch a capital increase with a Rights Issue. The debt will be financed by a bridge loan. The transaction is expected to be accretive from 2013 and enable steadier cash generation from the integrated Group.

The transaction has been approved by both the CGGVeritas and Fugro Boards of Directors.

The completion of the transaction is subject to mandatory anti-trust clearances, work councils consultation processes and other customary conditions. Closing is targeted before year-end.

Jean-Georges Malcor, Chief Executive Officer of CGGVeritas said:
“I am very enthusiastic about the transaction. It perfectly fits our strategy, significantly increasing our integrated geology and geophysics, reservoir characterization and development capabilities, along with strengthening our core equipment and acquisition offer in particular with immediate access in marine to high end vessels at a time of market recovery.



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