MIDLAND, Texas, April 8, 2021 /PRNewswire/ -- Dawson Geophysical
Company (NASDAQ: DWSN) (the "Company") announced today that its
Board of Directors has adopted a Rights Plan designed to protect
Company shareholders from coercive or unfair takeover techniques
and to help ensure that the Company's shareholders are not deprived
of the opportunity to realize the full and fair value of their
investment, particularly given current market conditions. The
Rights Plan is not designed to prevent any action that the Board of
Directors determines to be in the best interest of the Company and
its shareholders.
The Rights Plan, dated as of April 8,
2021, has a limited duration and will expire on April 7, 2022, but the Board of Directors may
consider early termination. Terms of the Rights Plan provide for a
dividend distribution of one right for each outstanding share of
common stock to holders of record at the close of business on
April 19, 2021. The Rights Plan would
be triggered if an acquiring party accumulates 10% (or 15% in the
case of eligible passive investors) or more of the Company's common
stock and would entitle holders of the rights (other than the
person or persons that trigger the Rights Plan) to purchase the
Company's stock at a 50% discount or the Company may exchange each
right for one share of common stock or equivalent. The rights will
expire on April 7, 2022.
Specific details of the new Rights Plan will be described in a
current report to be filed by the Company on Form 8-K with the
Securities and Exchange Commission.
About Dawson Geophysical Company
Dawson Geophysical Company is the leading provider of North
American onshore seismic data acquisition services with operations
throughout the continental U.S. 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.
Forward-Looking Statements
In accordance with the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995, the 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 Company's actual
results of operations. These risks include, but are not limited to,
dependence upon energy industry spending; changes in exploration
and production spending by our customers and changes in the level
of oil and natural gas exploration and development; the results of
operations and financial condition of our customers, particularly
during extended periods of low prices for crude oil and natural
gas; the volatility of oil and natural gas prices; changes in
economic conditions; the severity and duration of the COVID-19
pandemic, related economic repercussions and the resulting negative
impact on demand for oil and gas; the current significant surplus
in the supply of oil and the ability of the Organization of the
Petroleum Exporting Countries and its allies, collectively known as
OPEC+, to agree on and comply with supply limitations; the duration
and magnitude of the unprecedented disruption in the oil and gas
industry currently resulting from the impact of the foregoing
factors, which is negatively impacting our business; the potential
for contract delays; reductions or cancellations of service
contracts; limited number of customers; credit risk related to our
customers; reduced utilization; high fixed costs of operations and
high capital requirements; operational challenges relating to the
COVID-19 pandemic and efforts to mitigate the spread of the virus,
including logistical challenges, protecting the health and
well-being of our employees and remote work arrangements; industry
competition; external factors affecting the Company's crews such as
weather interruptions and inability to obtain land access rights of
way; whether the Company enters into turnkey or day rate contracts;
crew productivity; the availability of capital resources; and
disruptions in the global economy. A discussion of these and other
factors, including risks and uncertainties, is set forth in the
Company's Annual Report on Form 10-K that was filed with the U.S.
Securities and Exchange Commission (the "SEC") on March 16, 2021 and any subsequent Quarterly
Reports on Form 10-Q filed with the SEC. The Company 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