THE FOLLOWING MESSAGE WAS SENT BY E-MAIL ON MARCH 28, 2002 FROM DAVE ROBSON, CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF VERITAS, TO THE EMPLOYEES OF VERITAS.
Dear Fellow Employees
Since we announced the forthcoming merger between the two companies last November and after a flurry of merger information sessions, the silence that followed must have been deafening. We are sorry about our inability to communicate with you to the level that you might expect but there were some reasons for that. Firstly, PGS had to finish their year-end audit. This was the year that they changed to Arthur Anderson for their financial auditors so you can imagine the turmoil that ensued. Secondly, the sale of Atlantis by PGS has proven to be more challenging than expected and required a considerable amount of senior management time. Only in the last two weeks has work continued on due diligence and other merger issues in earnest.
As a result of certain financial issues which have been well documented in the media, some of the basic terms have been modified by agreement of both companies and they are as follows
1. PGS will receive .4 shares of the new company for each of their existing share while Veritas will receive one share for each existing share. PGS shareholders will own about 56% of the new company and Veritas shareholders will own about 44%.
2. Veritas will be entitled to nominate six of the proposed ten directors and PGS will be entitled to nominate four directors
3. I will be CEO of the new company, Reidar Michaelson will be Chairman and Matt Fitzgerald will be CFO.
These amendments to the merger agreement are subject to final board approvals of both companies although the boards have been involved in the negotiation of these terms. A joint press release will be issued explaining the above facts.
I would like to point out that while there are some structural changes as noted above, this is still a merger and it should not be viewed as a takeover of PGS by Veritas. Among other things, we will be developing a new name, logo and all of the associated things to give the new company a new image.
It is imperative that we all cooperate to make the new, combined company the best geophysical company in the world and a very strong company in the FPSO business. I know that I can count on your support. |
