MIDLAND, Texas, Dec. 15, 2014 /PRNewswire/ -- Dawson Geophysical
Company (NASDAQ: DWSN) ("Dawson"),
today announced that its Board of Directors determined to postpone
the 2015 Annual Meeting of Shareholders because of the pending
proposed business combination and associated transactions
contemplated under the Agreement and Plan of Merger dated
October 8, 2014, by and among,
Dawson, TGC Industries, Inc., a
Texas corporation ("TGC"), and
Riptide Acquisition Corp., a Texas
corporation and a wholly owned subsidiary of TGC. Historically,
Dawson's annual meeting has been
held in January.
At a later date, Dawson will
provide information related to a rescheduled meeting, if
applicable.
In addition, on December 15, 2014,
Dawson both filed its annual
report on Form 10-K for the fiscal year ended September 30, 2014 ("Annual Report") with the
Securities and Exchange Commission ("SEC") and posted the Annual
Report to Dawson's website.
Dawson investors and shareholders
may obtain a hard copy of Dawson's
Annual Report free of charge at www.dawson3d.com in the
"Investor Relations" section, or investors and shareholders may
contact Dawson at (432) 684-3000
to receive a free hard copy of the Annual Report.
About Dawson Geophysical Company
Dawson Geophysical Company is a 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.
Important Information For Investors and Shareholders
This release 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, including, with respect to Dawson, the proposed merger and, with respect
to TGC, the proposed issuance of TGC common stock in the merger and
an amendment to TGC's certificate of formation, will, as
applicable, be submitted to the shareholders of Dawson and TGC for their consideration. On
November 6, 2014 , TGC filed with the
SEC a registration statement on Form S-4 that included a joint
proxy statement of Dawson and TGC
that also constitutes a prospectus of TGC. 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
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 may currently obtain free copies of the joint proxy
statement/prospectus filed on November 6,
2014 , and will be able to obtain free copies of any
amendments to 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 their "Investor Relations"
sections), 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-Lascar Associates 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
Dawson's Form 10-K for the fiscal
year ended September 30, 2014, which
was filed with the SEC on December 15,
2014, as well as subsequent periodic reports filed with the
SEC. Information about the directors and officers of TGC is set
forth in the joint proxy statement/prospectus. 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 may be contained in other relevant
materials to be filed with the SEC when they become available.
Forward-Looking Statements
In accordance with the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995, Dawson 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 results
of operations. Such forward-looking statements are based on the
beliefs of management as well as assumptions made by and
information currently available to management. Actual results could
differ materially from those contemplated by the forward-looking
statements as a result of certain factors, including but not
limited to the possibility that the proposed transaction does not
close when expected or at all because required shareholder or other
approvals and other conditions to closing are not received or
satisfied on a timely basis or at all; the risk that the benefits
from the proposed transaction may not be fully realized or may take
longer to realize than expected; the ability to promptly and
effectively integrate the businesses of Dawson and TGC; the reaction of the companies'
customers, employees and counterparties to the transaction;
diversion of management time on transaction-related issues; the
volatility of oil and natural gas prices; dependence upon energy
industry spending; industry competition; reduced utilization;
delays, reductions or cancellations of service contracts; high
fixed costs of operations and high capital requirements; 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 dayrate contracts; crew productivity; the limited number
of clients; credit risk related to clients; and the availability of
capital resources. 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, 2014. Dawson disclaims any intention or obligation
to revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
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SOURCE Dawson Geophysical Company