MIDLAND, Texas, April 26, 2011 /PRNewswire/ -- Dawson Geophysical
Company (Nasdaq: DWSN) announced today that it plans to publicly
release financial results for its quarter ended March 31, 2011, the Company's second quarter of
fiscal 2011, before the market opens on Wednesday, May 4, 2011. An investor
conference call to review the second quarter results will be held
on Wednesday, May 4, 2011, at
9:00 a.m. Central Time.
Date:
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Wednesday, May 4,
2011
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Time:
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10:00 AM EDT
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9:00 AM CDT
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8:00 AM MDT
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7:00 AM PDT
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Call:
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(866) 322-9730 (US/Canada) and
(706) 679-6054 (International)
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Passcode 63382943
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Internet:
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Live and rebroadcast over the
internet, log onto http://www.dawson3d.com
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Replay:
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Available through Friday, May 6,
2011, at (800) 642-1687 (US/Canada) and (706) 645-9291
(International), Passcode 63382943, and available for 30 days on
the Company's web site at http://www.dawson3d.com
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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.
As previously announced, on March
20, Dawson entered into a
definitive merger agreement with TGC Industries, Inc. whereby,
subject to the terms and conditions set forth in such merger
agreement, Dawson will acquire TGC
in a tax-free stock-for-stock transaction. Pursuant to the
terms of the merger agreement, at the effective time of the merger,
TGC shareholders will receive 0.188 shares of Dawson's common stock for every one share of
TGC stock, provided that the average of the volume weighted average
price of Dawson's common stock on
the NASDAQ during the ten consecutive trading days ending on the
second business day prior to the date of the shareholders' meetings
of Dawson and TGC to be called for
the purpose of approving the transaction is equal to or greater
than $32.54 but less than or equal to
$52.54.
Safe Harbor Provisions
In accordance with the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995, Dawson Geophysical
Company cautions 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
Dawson's 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 our crews such as weather interruptions and inability to
obtain land access rights of way, whether we enter into turnkey or
term contracts, crew productivity, limited number of customers,
credit risk related to our customers, the availability of capital
resources and operational disruptions. A discussion of these and
other factors, including risks and uncertainties, is set forth in
Dawson's Form 10-K for the fiscal
year ended September 30, 2010. Dawson Geophysical Company
disclaims 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. The transactions contemplated by the
merger agreement between Dawson
and TGC, 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 will file with the Securities and
Exchange Commission ("SEC") a registration statement on Form S-4
that will include a joint proxy statement of Dawson and TGC that also constitutes a
prospectus of Dawson. 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 THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
shareholders will be able to obtain free copies of the joint proxy
statement/prospectus and other documents containing important
information about Dawson and TGC,
once such documents are 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 or c/o Dennard Rupp Gray
& Easterly, LLC, at (713) 529-6600 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 proxy statement
for its 2010 annual meeting of shareholders, which was filed with
the SEC on April 23, 2010.
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,
will be contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become
available.
Company Contact:
Christina W. Hagan
Chief Financial Officer
(800) 332-9766
www.dawson3d.com
SOURCE Dawson Geophysical Company