Attached files
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8-K - FORM 8-K - DAWSON OPERATING CO | d84304e8vk.htm |
EX-2.1 - EX-2.1 - DAWSON OPERATING CO | d84304exv2w1.htm |
Exhibit 99.1
NEWS RELEASE
Dawson Geophysical Company
508 West Wall, Suite 800
Midland, TX 79701
Dawson Geophysical Company
508 West Wall, Suite 800
Midland, TX 79701
DAWSON GEOPHYSICAL AND TGC INDUSTRIES
ANNOUNCE EXTENSION OF DATE TO
HOLD SPECIAL MEETINGS OF SHAREHOLDERS
AND ESTABLISH RECORD DATE OF AUGUST 29, 2011
FOR SPECIAL MEETINGS
ANNOUNCE EXTENSION OF DATE TO
HOLD SPECIAL MEETINGS OF SHAREHOLDERS
AND ESTABLISH RECORD DATE OF AUGUST 29, 2011
FOR SPECIAL MEETINGS
MIDLAND,
Texas, August 23, 2011/PR Newswire/ Dawson Geophysical Company (Dawson) (NASDAQ:
DWSN) and TGC Industries, Inc. (TGC) (NASDAQ: TGE) today announced that they have entered into an
amendment to the merger agreement relating to the previously announced proposed merger whereby,
upon both parties obtaining shareholder and other approvals, Dawson will acquire TGC in a tax-free
stock-for-stock transaction. The amendment extends the termination date of the merger agreement
from August 31, 2011 to the business day immediately following the later of the date of (1)
Dawsons special meeting of shareholders and (2) TGCs special meeting of shareholders so long as
the meeting date is not after October 28, 2011. If the meeting date would be after October 28,
2011, the merger agreement may be terminated without a shareholder vote occurring. The amendment
also requires that (1) each of Dawson and TGC initiate the mailing of a joint proxy
statement/prospectus to its shareholders within three business days after the registration
statement on Form S-4 is declared effective by the Securities and Exchange Commission and (2) the
special meeting of shareholders of each of Dawson and TGC be called, convened and held on the 21st
business day after the date that the mailing of the joint proxy statement/prospectus is initiated
to shareholders so long as the joint proxy statement/prospectus is mailed by September 28, 2011.
Accordingly, and for illustrative purposes only, if the joint proxy statement/prospectus were to be
declared effective by the SEC on August 26th, the mailing of the joint proxy statement/prospectus
would be initiated no later than August 31st, the companies respective shareholder meetings would
be held on September 30th and the termination date would be on October 1st. However, if the joint
proxy statement/prospectus is not mailed by September 28, 2011, then either Dawson or TGC may
terminate the merger agreement without a shareholder vote occurring.
Dawson and
TGC also today announced they have each established August 29, 2011 as the record date
for their respective special meeting of shareholders in connection with the proposed merger. If
the merger receives shareholder and other requisite approvals, TGC shareholders will receive 0.188
shares of Dawson common stock for each share of TGC common stock owned, and the combined company
will retain the Dawson name and trading symbol.
Subject to the terms of the amendment to the merger agreement, each of Dawsons and TGCs
shareholders of record at the close of business on August 29, 2011 will be entitled to notice of
their respective special meeting and to vote at their respective special meeting of shareholders.
At the Dawson special meeting, Dawson shareholders will consider and vote on a proposal to approve
the issuance of shares of Dawson common stock to TGC shareholders. At the TGC special meeting, TGC
shareholders will consider and vote on a proposal to approve the merger agreement.
About Dawson
Dawson Geophysical Company is the leading provider of U.S. onshore seismic data acquisition
services as measured by the number of active data acquisition crews. Founded in 1952, Dawson
acquires and processes 2-D, 3-D and multi-component seismic data solely for its clients, ranging
from major oil and gas companies to independent oil and gas operators as well as providers of
multi-client data libraries.
About TGC Industries
TGC Industries, Inc., based in Plano, Texas, is a provider of seismic data acquisition services
with operations throughout the continental United States and Canada. TGC has branch offices in
Houston, Midland, Oklahoma City and Calgary.
Cautionary Statement Regarding Forward-Looking Statements
In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of
1995, Dawson and TGC caution that statements in this press release which are forward-looking and
which provide other than historical information involve risks and uncertainties that may materially
affect Dawsons or TGCs actual results of operations. These risks include but are not limited to
the volatility of oil and natural gas prices, dependence upon energy industry spending, disruptions
in the global economy, industry competition, delays, reductions or cancellations of service
contracts, high fixed costs of operations, external factors affecting Dawsons or TGCs crews such
as weather interruptions and inability to obtain land access rights of way, whether either company
enters into turnkey or term contracts, crew productivity, limited number of customers, credit risk
related to Dawsons or TGCs customers, the availability of capital resources, operational
disruptions, the ability to obtain all necessary approvals for the merger and the possibility that
the shareholder meetings may not be held pursuant to the terms of the amendment to the merger
agreement. A discussion of these and other factors, including risks and uncertainties with respect
to Dawson is set forth in Dawsons Form 10-K for the fiscal year ended September 30, 2010 and
Dawsons Form 10-Qs for the three months ended March 31, and June 30, 2011 and with respect to TGC,
is set forth in TGCs Form 10-K for the fiscal year ended December 31, 2010 and TGCs Form 10-Qs
for the three months ended March 31, and June 30, 2011. Dawson and TGC disclaim any intention or
obligation to revise any forward-looking statements, whether as a result of new information, future
events or otherwise.
Important Information For Investors and Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. Subject to the terms of the amendment to the
merger agreement between Dawson and TGC, the transactions contemplated by the merger agreement,
including the proposed merger and the proposed issuance of Dawson common stock in the merger, will,
as applicable, be submitted to the shareholders of Dawson and TGC for their consideration. Dawson
filed with the Securities and Exchange Commission (SEC) a registration statement on Form
S-4 that included a joint proxy statement of Dawson and TGC that also constitutes a prospectus of
Dawson. After the registration statement has been declared effective and subject to the terms of
the amendment to the merger agreement, Dawson and TGC will mail the joint proxy
statement/prospectus to their respective shareholders. Dawson and TGC also plan to file other
documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF DAWSON
AND TGC ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and shareholders may currently
obtain free copies of the joint proxy statement/prospectus filed on June 10, 2011 and amended on
July 20, 2011 and August 8, 2011, and will be able to obtain free copies of any further amendments
to the joint proxy statement/prospectus as well as other documents containing important information
about Dawson and TGC filed with the SEC, through the website maintained by the SEC at
www.sec.gov. Dawson and TGC make available free of charge at www.dawson3d.com and
www.tgcseismic.com, respectively (in the Investor Relations section), copies of materials
they file with, or furnish to, the SEC, or investors and shareholders may contact Dawson at (432)
684-3000 or TGC at (972) 881-1099 to receive copies of documents that each company files with or
furnishes to the SEC.
Participants in the Proxy Solicitation
Dawson, TGC, and certain of their respective directors and officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Dawson and TGC in connection
with the proposed transactions. Information about the directors and officers of Dawson is set forth
in its proxy statement for its 2011 annual meeting of shareholders, which was filed with the SEC on
December 7, 2010. Information about the directors and officers of TGC is set forth in its Amendment
No. 1 to Annual Report on Form 10-K/A, which was filed with the SEC on April 15, 2011. These
documents can be obtained free of charge from the sources indicated above. Other information
regarding the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus
and other relevant materials to be filed with the SEC when they become available.
# # #
Company Contact
|
Company Contact | |
Dawson Geophysical Company
|
TGC Industries, Inc. | |
Stephen C. Jumper, President & CEO
|
Wayne Whitener, President & CEO | |
Christina W. Hagan, CFO
|
(972) 881-1099 | |
(800) 332-9766 |
||
www.dawson3d.com |
Company Contact
|
Company Contact | |
EnerCom, Inc.
|
DRG&L | |
Anthony D. Andora, Managing Director
|
Jack Lascar | |
(303) 296-8834
|
(713) 529-6600 | |