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CGGVeritas :With the Closing of the Acquisition of Fugro's Geoscience Division, CGG Announces today:


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© Marketwire 2013
2013-01-28 08:42:43 -

PARIS -- (Marketwire) -- 01/28/13 --



* A New Identity for the Group[1]



* The Transformation of CGG into a Leading Integrated Geoscience Group



* A Three-Division Organization



* The creation of the Joint Venture "Seabed Geosolutions"



CGG announced today that the main agreements needed to close the
acquisition of
Fugro's Geoscience Division have been signed. The effective date of the
closing
will be January 31(st), 2013, with the exception of the airborne
activity and
certain minor assets which will be contributed later, once all
operating
licenses and administrative authorizations have been received.



The Group has simplified its brand name from CGGVeritas to CGG. The Group
is now
organized around three Divisions: Equipment, Acquisition and Geology,
Geophysics
& Reservoirs (GGR).



With this transformative acquisition, CGG establishes a leading position
in the
high-tech integrated geology & geophysics and reservoir characterization
market
while strengthening and extending its existing businesses. CGG becomes a
fully
integrated Geoscience group, with less cyclical and low capital
intensive
businesses.
The agreement also includes strategic partnerships:



* The creation of a Joint-Venture, Seabed Geosolutions, a focused
global
leader in the rapidly growing Seabed acquisition market, which is
60%-owned
by Fugro and 40% by CGG.





* A marketing and selling Multi-Client agreement for CGG to sell
Fugro's
existing 3D data, which remains owned by Fugro.



* A global strategic technical and commercial mutual preferred
supplier
agreement.



Jean-Georges Malcor, Chief Executive Officer of CGG said: "The
acquisition of
Fugro's Geoscience division will be completed by January 31, 2013 and I
would
first like to warmly welcome our 2,500 new talented colleagues into the
Group.



We have a strengthened asset base, increased resources and
enhanced
capabilities. The addition of Fugro's activities and technologies,
including
Jason and Robertson, significantly enhance our integrated
Geoscience
capabilities. It also strengthens our core activities in equipment,
imaging, and
acquisition, particularly in marine with the addition of four
high-end 3D
vessels. Moreover, we expand into new markets such as airborne
geophysics,
marine gravity, electromagnetic and Data Management Services.



We are creating an exciting new Group to better serve our clients. Our
three
new Divisions (Equipment - Acquisition - Geology, Geophysics & Reservoir)
cover
better the exploration to production value chain. This presents us with
many
opportunities to create value for our shareholders, our clients, our
colleagues
and our partners.



As we are entering in a new era, the brand name of the Group is changing
and is
simplified to CGG. This new brand identity enables us to capitalize
on our
historic roots while also leading the way to the future.



We now have a group of nearly 10,000 people from all around the world,
who are
passionate about geoscience and working together to deliver the best
solutions
to our clients. It will help us create a stronger and more sustainable
business
for the future. "



Financing of the Transaction



Taking into account the estimate of the acquired Working Capital as
of the
Closing date and the amount due by Fugro to reach a 60% shareholding
in the
Seabed Geosolutions JV, the net cost of the transaction amounts to EUR975m.



It is financed with the net proceeds of the EUR414 million capital increase
with a
Rights Issue we made in October 2012, with the net proceeds of the EUR360
million
convertible bonds we issued in November 2012, and with a vendor loan from
Fugro
which was agreed upon to achieve a rapid closing. This vendor loan
amounts to
EUR125 million at the Closing date, to be extended to EUR225m at
the date of
effective acquisition of the airborne activity.



A New Brand Identity for the Group



To capitalize on our heritage while developing and leading the way
to the
future, the Group has simplified its name to CGG. This new
brand is
international, easy to say and is known by the industry. It will be
used
immediately.



For the time being, the current legal name of the listed company
remains
"Compagnie Générale de Géophysique - Veritas". The update
of the current legal
name to "CGG" will be submitted by the Board of Directors for approval
at the
next shareholders' meeting on May 3, 2013.



As of February 1(st), 2013, the Group will have "CGG" as a new and unique
ticker
symbol on the Euronext Paris SA and the New York Stock Exchange.



The logo, strongly recognized and appreciated, is modernized to better
reflect
the Group's high-tech and market-leading positions.



Along with this new brand identity, the Group's Mission, Vision & Values
have
evolved and been simplified to accurately reflect CGG's DNA and
aspirations
within a single culture, a common purpose and shared future ambition.



CGG's Mission: To create value by optimizing the discovery and the
development
of natural resources



CGG's Vision: To be the geoscience partner of choice



CGG's Values: Powered by people, around the world, we



.have a passion for innovation



.operate safely and with integrity



in order to deliver sustainable performance



A Three-Division Organization



As a global integrated Geosciences group, CGG is from now on, in line
with its
strategy and businesses, organized around three Divisions:
Equipment,
Acquisition and Geology, Geophysics & Reservoirs (GGR).



* The Equipment division includes Sercel business entities as
well as
Optoplan, Metrolog, GRC and De Regt.



* The Acquisition division is made up of Marine Acquisition, Land
Acquisition
and Airborne Acquisition (once contributed) and includes General
Geophysics,
Electromagnetic and Gravity & Magnetic services.



* The GGR division includes: Multi-Client and New Ventures,
Processing &
Imaging, Jason and Hampson-Russell (Reservoir Characterization),
Robertson
(Exploration & Geology), Data Management Services.



Creation of a Strategic Joint Venture in Seabed Acquisition Services



Seabed Geosolutions is a focused global leader in the rapidly growing
Seabed
acquisition market. The joint venture is 60%-owned by Fugro and 40% by
CGG. CGG
contributed its Shallow Water, Ocean Bottom Cable and Permanent Reservoir
Monitoring services along with its Ocean Bottom Node business. Fugro
contributed
its Ocean Bottom Node business.



About CGG:



CGG ( www.cgg.com : www.cgg.com ) is a fully integrated Geoscience company providing
leading
geological, geophysical and reservoir capabilities to its broad base of
customers primarily from the global oil and gas industry. Through its three
complementary business divisions of Equipment, Acquisition and Geology,
Geophysics & Reservoir (GGR), CGG brings value across all aspects of
natural
resource exploration and exploitation.
CGG employs 10,000 people around the world, all with a Passion for
Geoscience
and working together to deliver the best solutions to its customers.
CGG is listed on the Euronext Paris SA (ISIN: 0000120164) and the New York
Stock
Exchange (in the form of American Depositary Shares. NYSE: CGV).



[1] The group has simplified its brand name from CGGVeritas to CGG. For the
time
being, the current legal name of the listed company remains "Compagnie
Générale
de Géophysique - Veritas". The update of the current legal name to
"CGG" will be
submitted by the Board of Directors for approval at the next
shareholders'
meeting on May 3, 2013.



Press Release pdf version:
hugin.info/142000/R/1673479/544813.pdf : hugin.info/142000/R/1673479/544813.pdf



This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:



(i) the releases contained herein are protected by copyright and
other applicable laws; and



(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.



Source: CGGVeritas via Thomson Reuters ONE
[HUG#1673479]





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