Veritas DGC Inc. and Petroleum Geo-Services ASA have signed a second amendment to their pending merger agreement to combine the two companies.
Veritas and PGS said that as a result of receiving notification from the staff of the Securities and Exchange Commission that the Form S-4 registration statement and proxy statement for the transaction would not be reviewed, the parties agreed to postpone a five business day period during which either side could terminate the transaction from a period tied to finalizing the SEC review and comment process to the five business days ending August 15, 2002.
The recently announced amendment relates to the parties' right to terminate the transaction upon a payment of $7.5 million, if one of the following events has not occurred: a) sale of the Atlantis subsidiary for at least $195 million; or b) receipt of a commitment for the placement or sale of equity or equity-linked securities that will yield proceeds to the new company of at least $200 million; or c) sale by PGS of other assets for at least $200 million, or d) a combination of equity commitments or asset sales of at least $200 million. Consequently, if neither party elects to exercise its termination right, the transaction will proceed even though none of the above events has occurred. In that case, the mailing of the relevant disclosure materials to the shareholders of Veritas and PGS would be made shortly after August 15, 2002. The transaction remains conditioned upon, among other things, the approval of a majority of Veritas shareholders, listing of the new holding company's shares on the NYSE and customary regulatory approvals, most of which have already been obtained. The transaction also requires 90 percent of PGS shareholders to exchange their shares for the new holding company's shares.
Commenting on the amendment, CEOs Dave Robson of Veritas and Reidar Michaelson of PGS, "While we are pleased with the SEC's early response, the companies have not yet had adequate time to explore the availability to the combined company of additional financial resources. To this end, we are currently evaluating several financing alternatives. While we have made great progress thus far, we have not finalized our plans. Therefore, both managements felt it prudent to extend the decision period until August. We remain convinced that the industrial logic behind this combination is extremely positive to both our companies."
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