FORT WORTH, Texas, Dec. 1, 2021 /PRNewswire/ -- Wilks Brothers,
LLC ("Wilks"), today announced that WB Acquisitions Inc., a
wholly-owned subsidiary of Wilks ("Merger Sub"), has extended the
previously commenced cash tender offer by Merger Sub to purchase
all of the issued and outstanding shares of common stock of Dawson
Geophysical Company (NASDAQ: DWSN) ("Dawson") to 5:00
p.m., New York City time,
on December 14, 2021.
The tender offer was previously scheduled to expire at
11:59 p.m., New York City time, on November 30, 2021. American Stock Transfer &
Trust Company, LLC, the depositary for the tender offer, has
advised Wilks that, as of 6:00 p.m.,
New York City time, on
November 30, 2021, the shares of
common stock of Dawson tendered
pursuant to the tender offer together with the shares owned by
Wilks and its affiliates, represented approximately 66% of
Dawson's outstanding shares of
common stock. As set forth in the merger agreement among Wilks,
Merger Sub and Dawson, the tender
offer continues to seek to obtain at least 80% of Dawson's outstanding shares of common stock
(together with the shares owned by Wilks and its affiliates) in
order to seek a merger of Merger Sub with and into Dawson.
Stockholders who have already tendered their shares of common stock
of Dawson do not have to re-tender
their shares or take any other actions as a result of the
extension.
Wilks encourages Dawson
stockholders to tender during the extension period. As
previously publicly disclosed by Dawson, weak market conditions have resulted
in accelerating cash burn rates, declining accounts receivable
balances and minimal opportunities to further reduce costs and
capital expenditures. It is Wilks' belief that Dawson, as a private entity, would be better
equipped to control costs for the unknown duration of a challenging
market environment. Wilks believes the tender offer price offered
to stockholders of Dawson
continues to be the optimal value currently available, and Wilks
also believes that further delays and continuing market conditions
will likely erode value for all stakeholders. As a result of
potential further value erosion, Wilks believes haste is warranted
to ensure the ability to deliver optimal value for stakeholders,
and Wilks does not anticipate any further extensions or offer
amendments beyond those contemplated by the merger agreement.
D.F. King & Co., Inc. is the information agent for the
tender offer and any questions or requests for the Offer to
Purchase and related materials with respect to the tender offer may
be directed to them by telephone, toll-free, at (800) 207-3158, if
a stockholder, or by calling (212) 269-5550, if a bank or
broker.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offering, solicitation or sale would be unlawful.
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, 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 Wilks assumes 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 Wilks believes 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, Wilks also disclaims 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. On
November 1, 2021, Wilks filed a
tender offer statement on Schedule TO, including an offer to
purchase, a letter of transmittal and related documents, with the
SEC. On the same date, Dawson
filed 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 has been filed with
the SEC by Wilks and the solicitation/recommendation statement has
been filed with the SEC by Dawson.
Investors and security holders may obtain a free copy of these
statements, any amendments thereto, 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.
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SOURCE Wilks Brothers, LLC