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CGGVeritas Announces Acquisition of Fugro's Geoscience Division 

Paris – September 24, 2012 - CGGVeritas announced today that it has entered into an agreement with Fugro to acquire Fugro's Geoscience Division, excluding the existing Multi-Client library and nodes businesses.

With this transformative 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, a focused global leader in the rapidly growing Seabed acquisition market, 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. It also extends our service range to new customers and additional markets such as airborne. The acquired business of Fugro's Geoscience Division fully complements our products and services and enables us to better serve our clients across the complete exploration to production value chain.

Fugro's technology and talented people are an excellent addition to our team and I look forward to welcoming them to CGGVeritas. With an expanded technology portfolio, a stronger industry position and our combined expertise, we will create an integrated company with leading capabilities in geoscience, equipment, and acquisition.

Moreover, the agreement creates a strategic partnership that combines the strengths of CGGVeritas and Fugro, including the establishment of a new Seabed acquisition Joint Venture that immediately becomes a focused market leader in this very promising and dynamic market segment.

This step change transaction is expected to accelerate profitable growth, cash generation and increase the resiliency of the business. The proposed financing structure will enable our shareholders to fully benefit from this transaction which is expected to be accretive from 2013.

Transformed into an integrated Geoscience company, CGGVeritas will be well positioned to deliver greater value to our clients and shareholders and provide more opportunities for our employees."

Strategic Rationale of the Agreement

CGGVeritas establishes a leading position in the high-tech integrated geology & geophysics and reservoir characterization market

  • A major step forward in field development and in reservoir capabilities, with strong recognized brands and immediate access to new clients
  • An accelerated move to a less cyclical business and low capital intensive geoscience consulting services
  • The addition of high-tech reservoir characterization and modeling software and services, complementing the Hampson-Russell business
  • Provision of high-end integrated solutions from exploration to production

. . . while strengthening and extending its existing businesses

  • Immediate access to high-end Marine vessels at a time of market recovery. A sound alternative to new builds while keeping industry capacity constant
  • Creation with our partner Fugro of a global leader in the rapidly growing Seabed Acquisition services market
  • An increased Multi-Client footprint through access to new libraries and reinforced marketing teams
  • A complementary position in equipment with the De Regt products
  • The addition of high skilled personnel where expertise is a key success factor
  • The addition of acquisition services businesses: Airborne, Marine EM, Marine Magnetics & Gravity

. . . and benefiting from synergies

  • Scale savings and incremental productivity of the global fleet
  • Technology and commercial leverage across the geosciences
  • Additional sales expected from the preferred supplier agreement

CGGVeritas and Fugro Employees

The transaction involves highly skilled employees located around the world. Approximately 2500 employees will join CGGVeritas from Fugro and approximately 230 from CGGVeritas will join the Seabed Joint Venture. Both parties have agreed to honor all existing labor rights and agreements. Applicable consultations with the employee representation groups will be undertaken by both parties.

Combined Financials

  • For the twelve-month period ended 31 December 2011, Fugro's Geoscience Division, excluding the Multi-Client Library and Ocean Bottom Nodes businesses, generated revenue of $1.0 billion and EBITDAS of $161 million.
  • Combined Group 2011 pro forma revenue was $4.2 billion with EBITDAS of $1.0 billion.
  • For the six month period ended 30 June 2012, Fugro's Geoscience Division, excluding the Multi-Client Library and Ocean Bottom Nodes businesses, generated revenue of $493 million and EBITDAS of $109 million.
  • Combined Group first half of 2012 pro forma revenue was $2.1 billion with EBITDAS of $548 million.
  • After the transaction, the pro forma net debt to equity ratio would be 55% as of end of June 2012. Based on our full year 2012 positive net free cash flow expectation as communicated to the market after our Q2 results, the same pro forma net debt equity ratio as of end of 2012, would be 49%.

Overview of Fugro's Geoscience Division Acquired by CGGVeritas

  • Exploration & Geology: The leading Robertson brand combines key disciplines of seismic and non-seismic geophysics with specialist geological expertise to deliver Geological Data Analysis, Wellsite Services, Petroleum Training, Integrated Geology and Geophysics services, Reservoir Engineering, Economics and Advisory Services to its clients worldwide.
  • High-End Reservoir Characterization: With differentiated and leading proprietary technologies and well established brands such as Jason, Powerlog and E-Plus, this activity assists clients in characterizing and developing reservoirs through the integration of geological and geophysical data and the application of advanced software technology.
  • Processing: Provides high-end seismic data processing services worldwide from 13 processing centers.
  • Data Management: Data conditioning and software. Physical warehousing and asset management solutions. Consultancy services.
  • Marine Fleet: A fleet of seven vessels, including four new high-end 12+ streamer vessels equipped with Sercel products and designed to operate in the most challenging offshore areas and capable of towing up to 16 streamers.
  • Marine Gravity & EM: Highly specialized remote sensing capabilities. New technologies have been developed for acquiring gravity and EM data in conjunction with 3D seismic adding value to data processing and interpretation.
  • Airborne Geophysical: A leading provider of airborne geophysical services and data with a fleet of specialized aircraft (including 35 fixed-wing aircraft and 10 helicopters) that it uses to acquire high-quality electromagnetic, magnetic, gravity and radiometric data worldwide.
  • Equipment: De Regt Marine Cables designs and manufactures custom-engineered, specialty, dynamic cable solutions mainly for subsea applications in oil and energy, defense and seismic exploration.

Strategic Joint Venture in Seabed Acquisition Services

  • The JV will be owned 60% by Fugro and 40% by CGGVeritas.
  • CGGVeritas will contribute its Shallow Water, Ocean Bottom Cable and Permanent Reservoir Monitoring services along with its Ocean Bottom Node business.
  • Fugro will contribute its Ocean Bottom Node business and pay €225 million to CGGVeritas, which will be used towards the purchase of Fugro's Geoscience Division.

Commercial Agreement to Sell Fugro's Multi-Client Library

  • CGGVeritas will act as a non-exclusive broker of Fugro's existing multi-client library and receive commission fees on all Multi-Client sales.
  • CGGVeritas will gain access to a broader range of client contacts and exposure to complementary and high potential regions such as Australia and North West Europe, including the Barents Sea, while reinforcing its sales force.

Strategic Technical and Commercial Partnership

  • The partnership includes a global technical and commercial agreement under which CGGVeritas and Fugro grant each other preferred supplier status for certain products and services required for the operation of their respective businesses.
  • Seabed JV products and services will be preferably supplied by CGGVeritas and Fugro.
  • The parties will also pursue special projects around new technologies.

About CGGVeritas

CGGVeritas (www.cggveritas.com) is a leading international pure-play geophysical company delivering a wide range of technologies, services and equipment through Sercel, to its broad base of customers mainly throughout the global oil and gas industry.

CGGVeritas is listed on the Euronext Paris (ISIN: 0000120164) and the New York Stock Exchange (in the form of American Depositary Shares, NYSE: CGV).

Press-Release  – September 24, 2012 - Paris

 
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