MIDLAND, Texas, Sept. 6, 2011 /PRNewswire/ -- Dawson Geophysical
Company (Dawson) (NASDAQ: DWSN)
and TGC Industries, Inc. (TGC) (NASDAQ: TGE) today announced that
the Antitrust Division of the United States Department of Justice
has closed its investigation without taking any action and that
early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (HSR Act), has been
granted, in connection with Dawson's previously announced proposed
acquisition of TGC. Accordingly, the condition to the proposed
acquisition of TGC relating to the expiration or termination of the
HSR Act waiting period has been satisfied.
Stephen Jumper, President and
Chief Executive Officer of Dawson,
said: "We are pleased to have completed this important milestone in
the approval process for the merger. We expect to complete our SEC
review and to commence mailing of a joint proxy statement to our
respective shareholders. We look forward to holding our special
meeting and, if we receive a favorable vote, eventually welcoming
the shareholders of TGC as shareholders of Dawson."
The acquisition remains subject to certain other closing
conditions, including the approval of each of Dawson's and TGC's shareholders.
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 Dawson's or
TGC'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 Dawson's or TGC's 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 Dawson's or TGC's
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 merger agreement, as amended.
A discussion of these and other factors, including risks and
uncertainties with respect to Dawson is set forth in Dawson's Form 10-K for the fiscal year ended
September 30, 2010 and Dawson's Form 10-Qs for the three months ended
March 31, and June 30, 2011 and with respect to TGC, is set
forth in TGC's Form 10-K for the fiscal year ended December 31, 2010 and TGC's 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 merger agreement
between Dawson and TGC, as
amended, 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 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, August 8, 2011 and August
29, 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.
SOURCE Dawson Geophysical Company