CGG Veritas in €360 Million Convertible Bond Offering

November 20, 2012

Cleary Gottlieb represented the underwriters, led by BNP Paribas, Credit Suisse Securities (Europe) Limited, Merrill Lynch International and Société Générale Corporate & Investment Banking in a €360 million offering (including the over-allotment option, which was exercised in full) by Compagnie Générale de Géophysique-Veritas (CGGVeritas) of 1.25% bonds due January 1st, 2019, convertible into and/or exchangeable for new or existing shares of the issuer (known by its French acronym as “OCEANEs”).

The purpose of the offering is to finance a portion of the €1.2 billion acquisition price to be paid by CGGVeritas in connection with the acquisition of the Geoscience Division of Fugro N.V., a Dutch listed company, which will also be financed through the net proceeds of a €414 million rights offering closed on October 23 (in which Cleary Gottlieb also represented the underwriters), as well as by way of set off with a €225 million payment to be made by Fugro upon the creation of a related joint venture, and through debt financing.

The offering, which launched and priced on November 13 and closed on November 20, was made to institutional investors outside the United States under Regulation S, including to qualified investors in Europe, and was made as a private placement to institutional investors in France. The bonds and the underlying shares are listed on the regulated market of NYSE Euronext in Paris. The shares of CGGVeritas are also listed, in the form of American Depositary Shares, on the New York Stock Exchange.

CGGVeritas is a leading manufacturer of geophysical equipment and international provider of geophysical services. Founded in France in 1931, CGGVeritas sells geophysical equipment primarily to other geophysical service companies and provides geophysical services principally to oil and gas companies that use seismic imaging to help explore for, develop and manage oil and gas reserves.