FORT WORTH, Texas, Nov. 1,
2021 /PRNewswire/ -- Dawson Geophysical Company (NASDAQ: DWSN)
("Dawson") and Wilks Brothers, LLC
("Wilks"), today announced that WB Acquisitions Inc., a
wholly-owned subsidiary of Wilks, has commenced the previously
announced tender offer for all of the outstanding shares of common
stock of Dawson at a price of
$2.34 per share, net to the seller in
cash without interest thereon and less any applicable withholding
taxes (the "Offer").
On October 25, 2021, Dawson announced that Dawson and Wilks had signed a definitive
merger agreement pursuant to which the tender offer would be made.
Dawson's board of directors by
unanimous vote approved the terms of the merger agreement,
including the tender offer.
The tender offer is subject to customary conditions, including
the tender of a number of Dawson
shares that, together with Dawson
shares then owned by Wilks and its affiliates, represents at least
80% of the then outstanding Dawson
shares (the "80% minimum condition"). The Offer will be open for at
least 20 business days (subject to mandatory extensions in certain
circumstances). Dawson and Wilks
may mutually agree to permit closing of the Offer if insufficient
Dawson shares are tendered to meet
the 80% minimum condition. Pursuant to the merger agreement, after
completion of the tender offer and the satisfaction or waiver of
all conditions, WB Acquisition Inc. intends to seek to merge with
and into Dawson with all
outstanding shares of Dawson's common stock, other than shares held
by certain Wilks related entities or shares held by Dawson's stockholders who have validly
demanded appraisal rights under Texas law, will be cancelled and converted
into the right to receive cash equal to the $2.34 offer price per share, in cash without
interest thereon and less any applicable withholding taxes.
Completion of the merger requires the approval of the holders of
80% or more of Dawson's issued and
outstanding shares.
Wilks Brothers, LLC and WB Acquisition Inc. are filing with the
U.S. Securities and Exchange Commission ("SEC") today a tender
offer statement on Schedule TO, including an offer to purchase
and related letter of transmittal, setting forth in detail the
terms of the tender offer. Additionally, Dawson is filing with the SEC today a
solicitation/recommendation statement on Schedule 14D-9
setting forth in detail, among other things, the recommendation of
Dawson's board of directors that
Dawson's stockholders tender their
shares into the tender offer.
The tender offer and withdrawal rights are scheduled to expire
at 11:59 p.m., New York City time, on Tuesday, November 30, 2021, unless extended or
earlier terminated in accordance with the merger agreement and
applicable law.
About Dawson
Dawson Geophysical Company is a leading provider of North
American 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.
About Wilks
Wilks Brothers LLC is a multi-billion dollar asset management
firm based in Cisco, Texas. It owns a diverse group of
companies involved in the energy, real estate, finance, industrial,
ranching, forest and technology sectors.
Forward-Looking Statements
Information provided and statements contained in this press
release that are not purely historical, such as statements
regarding expectations about the tender offer, regulatory
approvals, the expected timing of the completion of the transaction
and the ability to complete the transaction considering the various
closing conditions, are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Such
forward-looking statements only speak as of the date of this press
release, and Dawson and Wilks
assume no obligation to update the information included in this
press release. Statements made in this press release that are
forward-looking in nature may involve risks and uncertainties.
Accordingly, readers are cautioned that any such forward-looking
statements are not guarantees of future performance and are subject
to certain risks, uncertainties and assumptions that are difficult
to predict, including, without limitation, the possibility that the
transaction does not close the possibility that the offer is
consummated but the shareholder approval to complete the merger is
not obtained, the risk that business disruption relating to the
transaction may be greater than anticipated, the failure to obtain
any required financing on favorable terms and other specific risk
factors discussed herein and in other releases and public filings
made by Dawson and Wilks
(including filings with the SEC). Although Dawson and Wilks believe that the expectations
reflected in such forward-looking statements are reasonable as of
the date made, expectations may prove to have been materially
different from the results expressed or implied by such
forward-looking statements. Unless otherwise required by law, each
of Dawson and Wilks also disclaim
any obligation to update its view of any such risks or
uncertainties or to announce publicly the result of any revisions
to the forward-looking statements made in this press
release.
Important Additional Information and Where to Find
It
This communication is neither an offer to purchase nor a
solicitation of an offer to sell any shares of the common stock of
Dawson or any other securities.
Today, Wilks will file a tender offer statement on Schedule TO,
including an offer to purchase, a letter of transmittal and related
documents, with the SEC. Thereafter, Dawson will file a solicitation/recommendation
statement on Schedule 14D-9 with respect to the tender offer. The
offer to purchase shares of Dawson common stock will only be made
pursuant to the offer to purchase, the letter of transmittal and
related documents filed with such Schedule TO. Investors and
security holders are urged to read both the tender offer statement
and the solicitation/recommendation statement regarding the tender
offer, as they may be amended from time to time, when they
become available because they will contain important information
that should be read carefully before making any decision with
respect to the tender offer. The tender offer statement will be
filed with the SEC by Wilks and the solicitation/recommendation
statement will be filed with the SEC by Dawson. Investors and security holders may
obtain a free copy of these statements (when available), the merger
agreement and other documents filed with the SEC at the website
maintained by the SEC at www.sec.gov or by directing such requests
to the information agent for the tender offer. In addition, the
tender offer statement and related documentation (when available)
may be obtained for free by directing such requests to D.F. King
& Co., Inc. at (800) 207-3158 or DWSN@dfking.com and the
solicitation/recommendation statement and related documents (when
available) may be obtained for free by directing such requests to
Dawson at the contacts below.
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SOURCE Wilks Brothers, LLC; Dawson Geophysical Company