MIDLAND, Texas, Feb. 11, 2015 /PRNewswire/ -- Dawson
Geophysical Company, previously known as TGC Industries, Inc.,
today announced the completion of its previously announced
strategic business combination effective February 11, 2015. Trading in the combined
company's common stock will open on NASDAQ on February 12, 2015 under the symbol "DWSN" on a
post-split basis (CUSIP No. 239360100).
Under the terms of the transaction, which was structured as a
stock-for-stock merger and intended to qualify as a tax-free
reorganization, Dawson Operating Company, previously known as
Dawson Geophysical Company ("Legacy Dawson"), merged with a wholly
owned subsidiary of Dawson Geophysical Company (the "Combined
Company"), previously known as TGC Industries, Inc. ("Legacy TGC")
and continued as the surviving entity and a wholly owned subsidiary
of the Combined Company. As consideration for the transaction, all
outstanding shares of Legacy Dawson's common stock, par value
$0.33 1/3 per share, were
converted into the right to receive 1.760 shares of Legacy TGC's
common stock, par value $0.01 per
share, after giving effect to a 1-for-3 reverse stock split of
Legacy TGC's common stock. Immediately prior to the effective time
of the transaction, Legacy Dawson changed its name to "Dawson
Operating Company" and Legacy TGC changed its name to "Dawson
Geophysical Company".
After the close of regular NASDAQ trading hours on February 11, 2015, and immediately prior to the
effective time of the transaction, Legacy TGC effected a 1-for-3
reverse stock split of its outstanding common stock. As a result of
the reverse stock split, every three (3) shares of Legacy TGC's
common stock outstanding immediately prior to the transaction were
combined and reclassified into one (1) share of Legacy TGC common
stock. No fractional shares will be issued in connection with the
reverse stock split. Instead, each fractional share to be issued to
a Legacy TGC shareholder will be rounded up to the nearest whole
share.
Legacy TGC retained its transfer agent, American Stock Transfer
& Trust Company, LLC ("AST"), to act as its exchange agent for
the reverse stock split. AST will provide shareholders of
record of Legacy TGC immediately prior to the merger, which was the
effective time of the reverse stock split, with a letter of
transmittal providing instructions for the exchange of their
certificates and book-entry shares representing pre-reverse stock
split shares for certificates and book-entry shares representing
post-reverse stock split shares in the name of the Combined
Company. Shareholders owning shares through a broker or other
nominee will have their positions automatically adjusted to reflect
the reverse stock split, subject to brokers' particular processes,
and will not be required to take any action in connection with the
reverse stock split and the name change of the Combined
Company.
The consummation of the reverse stock split reduced the number
of Legacy TGC's outstanding shares of common stock on a
pre-transaction basis from approximately 22.0 million shares to 7.3
million shares. Immediately after the issuance of shares to Legacy
Dawson's shareholders in connection with the transaction, the
Combined Company had approximately 21.6 million shares of common
stock outstanding, with Legacy Dawson shareholders owning
approximately 66% of the Combined Company and Legacy TGC
shareholders owning approximately 34% of the Combined Company. The
Combined Company is authorized to issue an aggregate of 35.0
million shares of common stock, including the shares mentioned
above. AST is also acting as the exchange agent in connection
with the transaction and will send to the former registered holders
of Legacy Dawson's common stock a letter of transmittal containing
instructions on how to exchange Legacy Dawson stock certificates
and book-entry shares for certificates and book-entry shares of the
Combined Company.
The Combined Company is operating under the leadership of
Stephen Jumper, who serves as the
Combined Company's Chairman, President and Chief Executive Officer,
and Wayne Whitener, who serves as an
officer of the Combined Company and as Vice Chairman of the
Combined Company's board of directors. In addition to Messrs.
Jumper and Whitener, the Combined Company's board of directors
includes four members of the Legacy Dawson board—Craig Cooper,
Gary Hoover, Ted North and Mark Vander Ploeg—and two members
of the Legacy TGC board —William Barrett and Dr. Allen McInnes. In addition to Messrs. Jumper and
Whitener, the board of directors of the Combined Company appointed
James K. Brata, Christina W. Hagan, James W. Thomas, C. Ray
Tobias and Daniel G. Winn as
officers of the Combined Company.
Raymond James & Associates,
Inc. served as financial advisor to Legacy Dawson while Stephens
Inc. served as financial advisor to Legacy TGC. Baker Botts L.L.P.
served as legal counsel to Legacy Dawson while Haynes and Boone,
LLP served as legal counsel to Legacy TGC.
About Dawson Geophysical
Dawson Geophysical Company is a leading provider of U.S. onshore
seismic data acquisition services with operations throughout the
continental United States and
Canada. 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.
Safe Harbor Provisions
In accordance with the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995, the Combined Company
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 the
Combined Company's actual 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. These risks include but are not limited to the
risk that the benefits from the transaction may not be fully
realized or may take longer to realize than expected; the ability
to promptly and effectively integrate the businesses of Legacy
Dawson and Legacy TGC; the ability to realize anticipated synergies
and cost savings from the transaction; 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 the Combined Company's
crews such as weather interruptions and inability to obtain land
access rights of way; disruptions in the global economy; whether
the Combined 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 the Combined Company is set forth in Legacy Dawson's
Annual Report on Form 10-K for the fiscal year ended September 30, 2014 and in the Registration
Statement on Form S-4 filed by Legacy TGC on November 6, 2014, as amended. The Combined
Company 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.
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SOURCE Dawson Geophysical Company