MIDLAND, Texas, Feb. 2, 2015 /PRNewswire/ -- Dawson
Geophysical Company (NASDAQ: DWSN - News) (the "Company") today
announced that it plans to file a report on Form 10-Q for the
Company's first quarter of fiscal 2015 with the Securities and
Exchange Commission (the "SEC") on or about Friday, February 6, 2015, and that it would not
otherwise publicly release financial results for the quarter ended
December 31, 2014 or hold an investor
conference call to review such quarterly results in light of the
pending proposed business combination and associated transactions
contemplated under the Agreement and Plan of Merger dated
October 8, 2014 (the "Merger
Agreement"), by and among the Company, TGC Industries, Inc., a
Texas corporation ("TGC"), and
Riptide Acquisition Corp., a Texas
corporation and a wholly owned subsidiary of TGC.
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.
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 cautions that statements herein 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, except as required by
law.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/dawson-geophysical-to-file-a-quarterly-report-on-form-10-q-for-first-quarter-2015-results-300028686.html
SOURCE Dawson Geophysical Company