30 Jan 2007listing compliance notice● NeutralMajor
CGG HOLDING (U.S.) INC.'s exchange filed to remove a class of its securities from listing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
12 Jan 2007listing compliance notice▼ BadMajor
CGG HOLDING (U.S.) INC. terminated the registration of a class of securities, ending its reporting obligation for them.
11 Jan 2007capital raising announcement● Neutral
In the weeks before the CGG deal closed, holders of $130.5 million of Veritas's convertible notes converted them into cash and stock at the notes' fixed $24.03 conversion price, cashing in ahead of the merger's completion.
1 Dec 2006business combination● NeutralMajor
Veritas filed its definitive proxy statement asking shareholders to vote on January 9, 2007 to adopt the September 4, 2006 merger agreement with Compagnie Générale de Géophysique (CGG) and its subsidiaries Volnay Acquisition Co. I and II. Shareholders can elect cash or CGG ADSs (subject to proration), with CGG issuing up to about 49.8 million ADSs and paying about $1.6 billion in cash; former Veritas holders would own about 36% of CGG shares, and the combined company would be renamed CGG-Veritas. The board unanimously recommends approval, and a majority of shares outstanding on November 18, 2006 is required; this is the shareholder-vote step of the CGG deal announced in September 2006.
20 Nov 2006business combination▲ Good
The US government's CFIUS panel completed its national-security review of the pending CGG acquisition, clearing one of the deal's key remaining regulatory hurdles.
5 Sept 2006business combination▲ GoodMajor
CGG agreed to acquire Veritas DGC in a deal valued at about $3.1 billion, roughly 49% cash and 51% CGG ADSs. Veritas holders could elect $75.00 cash or 2.2501 ADSs per share, subject to proration and shareholder and regulatory approval. Veritas also amended its poison pill so the deal would not trigger it.
28 Mar 2006material agreement● Neutral
Veritas raised executive base salaries again, including CEO Pilenko's to $515,000, continuing the annual pay increases begun the prior year.
9 Feb 2006material agreement▲ GoodMajor
Veritas signed a new five-year, $85 million revolving credit facility spanning the US, Canada, Singapore and the UK, led by Wells Fargo and secured by its receivables, subsidiary stock and its US seismic land-data library.
18 Jan 2006business combination● Neutral
Veritas accelerated the buyout of the last minority shares in its Canadian subsidiary Veritas Energy Services - stock originally issued to outside holders in Veritas's 1996 combination with that business and its 1999 purchase of Enertec Resource Services - and will own it outright once the redemption closes in May 2006.
18 Oct 2005material agreement● Neutral
Veritas set fiscal 2006 incentive targets - 50% to 75% of salary - for senior executives under its Global Management Incentive Plan, the broader bonus program it had adopted in mid-2004.
1 June 2005security holder rights change● Neutral
Veritas amended its 1997 shareholder rights plan ("poison pill"), dropping a requirement that certain board actions be approved by a minimum number of long-serving directors and updating administrative details.
28 Mar 2005material agreement▼ BadMajor
Veritas raised base salaries for its top executives, including CEO Pilenko (to $475,000), and agreed to reimburse up to $30,000 in legal fees Pilenko and CFO Mark Baldwin incurred getting personal advice on the company's pending financial restatement - the same restatement that had forced Veritas to delay its fiscal 2004 10-K the previous October.
9 Mar 2005material agreement● Neutral
Veritas set fiscal 2006 incentive-pay targets for its executives under its Key Contributor plan; CEO Thierry Pilenko's target - 75% of salary - was well above the 15-60% range set for other participants.
3 Dec 2003business combination● Neutral
Veritas told option holders that shareholders approved the voluntary option exchange program, but the company had not yet made a final decision to implement it and it would not proceed if the stock reaches $11.00. The expected timeline is a tender offer from July 12, 2004, cancellation of tendered options on August 9, 2004, and new options issued February 11, 2005. This resolves the shareholder-vote step of the thread opened in October 2003.
4 Nov 2003business combination● Neutral
Veritas filed a November 4, 2003 memo from Dave Robson to option holders about the option exchange program, saying shareholders would vote at the December 2, 2003 annual meeting, that employees need take no action now, and that new options would be issued on or about February 11, 2005 if approved.
30 Oct 2003business combination● Neutral
Veritas refiled its communication on the proposed employee stock option exchange program, repeating the earlier terms (options at $15.00+ exchanged for fewer new options, offer expected July 2004, new grants expected February 2005) with an added notice that the offer had not yet commenced. No new terms are apparent in the visible text, though the filing is truncated.
24 Oct 2003business combination● Neutral
Veritas DGC filed a pre-launch notice of a proposed employee stock option exchange program, to be put to a shareholder vote. Employees (not the five highest-paid executives or directors) holding options with exercise prices of $15.00 or more could swap them for fewer new options priced at the market price on the grant date, expected February 2005. The filing says the program would reduce outstanding options (568,880 fewer in a $8.00-share-price example) and would be cancelled if the stock price exceeds $11.00; the stock last traded at $8.57 on October 13, 2003.
31 July 2002business combination▼ BadMajor
Veritas's board withdrew its approval and recommendation of the planned combination with PGS on July 30, 2002. The merger agreement was formally terminated the next day.
26 July 2002business combination● Neutral
Veritas and PGS signed a second amendment to their merger agreement, still renegotiating deal mechanics five months after the terms had already been revised once.
24 June 2002business combination● Neutral
Veritas and PGS signed a first amendment reworking the legal structure of their pending combination, restructuring the merger vehicles without changing the deal's core economics.
29 Apr 2002business combination● NeutralMajor
The SEC agreed Veritas would be the accounting acquirer in the pending PGS combination under revised terms: PGS's exchange ratio was cut to 0.40 shares (from 0.47), Veritas holders would own 44% of the new company with a 6-4 board majority, and Veritas's own CEO and CFO would run it - terms that shifted materially in Veritas's favor since the deal was first announced.
28 Nov 2001business combination▲ GoodMajor
Veritas DGC agreed to combine with Norway's Petroleum Geo-Services (PGS) as a "merger of equals" under a new Cayman Islands holding company, with PGS shareholders getting 0.47 new shares per PGS share and Veritas shareholders converting one-for-one; the deal still needed shareholder votes and antitrust clearance.
18 Jan 2001business combination▲ Good
Veritas DGC agreed to acquire Reservoir Characterization Research and Consulting (RC2), a small Colorado seismic-analysis firm, paying about 1.1 million Veritas shares, with closing expected within weeks.
6 Oct 2000capital raising announcement● Neutral
Veritas DGC raised fresh equity, selling 3 million shares (plus a 450,000-share over-allotment option) through Goldman Sachs and other underwriters under its existing shelf registration.
16 Aug 1996listing compliance notice▼ Bad
CGG HOLDING (U.S.) INC. withdrew a registration statement, abandoning the offering it covered.
19 Mar 1996listing compliance notice▼ Bad
CGG HOLDING (U.S.) INC. withdrew a registration statement, abandoning the offering it covered.