MIDLAND, Texas, Jan. 5, 2015 /PR Newswire/ — Dawson Geophysical
Company (Dawson) (NASDAQ: DWSN)
and TGC Industries, Inc. (TGC) (NASDAQ: TGE) today announced that
TGC has filed a definitive joint proxy statement/prospectus with
the Securities and Exchange Commission (SEC), and that Dawson and TGC have commenced mailing of
definitive proxy materials in connection with the proposed
strategic business combination between Dawson and TGC.
In connection with the proposed merger, Dawson and TGC will each hold special meetings
of their respective shareholders on Monday,
February 9, 2015. The special meeting of Dawson shareholders will be held at
3:00 p.m. central time at the offices
of Baker Botts L.L.P. at 2001 Ross Avenue, Suite 1100, Dallas, Texas and the special meeting of TGC's
shareholders will be held at 2:00 p.m.
central time at the offices of Haynes and Boone, LLP at 2323
Victory Avenue, Suite 700, Dallas,
Texas. Shareholders of record as of the close of business on
December 29, 2014, will be entitled
to vote at the special meetings.
Stephen Jumper, President and
Chief Executive Officer of Dawson,
said: "We believe the strategic business combination of these two
companies, with over 100 years of existence in the seismic data
acquisition industry between them, is in the best interest of the
combined shareholders, clients and employees. The combined company
puts together two management teams, each with a history of
navigating the cyclical nature of the industry, maintaining a
strong, conservative balance sheet, and having industry leading
technology and talented expertise in various areas of
operation."
Wayne Whitener, President and
Chief Executive Officer of TGC, said: "We are delighted to have
cleared all remaining regulatory requirements. We look forward to
the upcoming shareholder vote and to join forces with the Dawson
Geophysical team. The combination of our shared technical,
operational and international expertise should provide us with the
ability to better face the current challenges of lower energy
prices and reduced capital spending by the majority of our
customers."
The board of directors of each of Dawson and TGC approved the merger agreement
and each recommends that their respective shareholders vote
"FOR" the proposals to be voted on at the special
meetings. Shareholders are encouraged to read the definitive
proxy materials in their entirety as they provide a detailed
discussion of the proposed transaction and each of the related
proposals.
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)-662-5200 (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 & Co., Inc. at (877) 283-0322 (banks and brokers
call collect: (212) 269-5550).
About Dawson Geophysical
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.
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.
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. In connection with the proposed merger, TGC
filed with the SEC a registration statement on Form S-4 that
includes a definitive joint proxy statement that also constitutes a
prospectus of TGC. The registration statement was declared
effective by the SEC on December 31,
2014, and the definitive joint proxy statement/prospectus
was mailed to Dawson and TGC
shareholders on or about December 31,
2014 in connection with the proposed
merger.
INVESTORS AND SECURITY HOLDERS OF DAWSON AND TGC ARE URGED TO READ THE
DEFINITIVE 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 currently obtain free copies of the
definitive joint proxy statement/prospectus and 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
their "Investor Relations" sections), copies of materials they file
with, or furnish to, the SEC, and 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
transaction. Information about the directors and officers of
Dawson is set forth in
Dawson's Annual Report on Form
10-K for the fiscal year ended September 30,
2014, which was filed with the SEC on December 15, 2014. Information about the
directors and officers of TGC is set forth in the definitive 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 definitive 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 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 and TGC'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 Annual Report on Form 10-K for the
fiscal year ended September 30, 2014,
and with respect to TGC, is set forth in the registration statement
on Form S-4 filed by TGC on November 6,
2014, as amended. TGC and Dawson disclaim any intention or obligation to
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
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SOURCE Dawson Geophysical Company