MIDLAND, Texas, Oct. 24, 2011 /PRNewswire/ -- As previously
announced, Dawson Geophysical Company (Dawson) (NASDAQ: DWSN) and TGC Industries,
Inc. (TGC) (NASDAQ: TGE) entered into a definitive merger agreement
pursuant to which Dawson will
acquire TGC in a tax-free stock-for-stock transaction.
The Board of Directors of each of Dawson and TGC approved on March 20, 2011 the merger agreement and
recommends that each of their respective shareholders vote
"FOR" the proposals to be voted on at the special meetings
approving the transaction.
Pursuant to the terms of the merger agreement, one of the
conditions to closing is that the average of the volume weighted
average price (or VWAP) of Dawson
common stock on the NASDAQ during the 10 consecutive trading days
ending on October 25, 2011 be equal
to or greater than $32.54 but less
than or equal to $52.54. As of
October 21, 2011 (the end of the 8th
trading day of the 10 trading day measurement period), the average
of Dawson's VWAP for the first 8
trading days of the measurement period was $27.23.
Since it is unlikely that the 10-day average of Dawson's VWAP on October 25, 2011 will be within the designated
range, Dawson and TGC have
exchanged letters reflecting their suggested changes to various
terms of the merger agreement, including the exchange ratio.
At this time, no changes have been agreed to by the parties.
Pursuant to the terms of the merger agreement, Dawson and TGC are required, during
October 26 and 27, 2011, to negotiate
a possible adjustment to the exchange ratio. If the parties
do not come to an agreement on a revised merger agreement, then
either party may terminate the transaction at any time on or after
negotiations end on October 27, 2011.
There can be no assurance that any discussions will result in any
adjustments to the existing terms of the merger agreement,
including the exchange ratio.
If Dawson and TGC do agree to
revise the merger agreement, Dawson and TGC will each publicly announce the
revisions, will circulate a supplement to the joint proxy
statement/prospectus previously sent to shareholders, and will
adjourn their respective shareholder meetings to permit
shareholders to revote their shares, if they choose to do so.
Regardless of the discussions noted above, the merger
transaction cannot be consummated unless it is approved by
Dawson and TGC shareholders at
their respective special meetings. Accordingly, Dawson's board of directors recommends that
Dawson shareholders vote "FOR"
approval of the issuance of shares of Dawson common stock to TGC
shareholders pursuant to the merger agreement and TGC's board of
directors recommends that TGC shareholders vote "FOR" approval of
the merger agreement.
Dawson shareholders who have
questions about the merger, or who need assistance in submitting
their proxy or voting their shares, should contact the proxy
solicitor, Morrow & Co., LLC, at (800) 607-0088 (banks
and brokers call collect: (203) 658-9400).
TGC shareholders who have questions about the merger, or who
need assistance in submitting their proxy or voting their shares,
should contact the proxy solicitor, D.F.
King at (800) 967-4617 (banks and brokers call collect:
(212) 269-5550).
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 whether the average of the volume weighted average price
of Dawson's common stock will be
within the range specified in the merger agreement and if not,
whether the parties can agree to a modified exchange ratio. 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.
In connection with the proposed merger, Dawson filed with the Securities and Exchange
Commission ("SEC") a registration statement on Form S-4 that
includes a definitive joint proxy statement/prospectus regarding
the proposed merger. The registration statement was declared
effective by the SEC on September 23,
2011, and a definitive joint proxy statement/prospectus was
mailed to Dawson and TGC
shareholders on or about September 27,
2011 in connection with the proposed merger.
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 CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
shareholders may obtain free copies of 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