MIDLAND, Texas, Jan. 18, 2022 /PRNewswire/ -- Dawson Geophysical
Company (NASDAQ: DWSN) ("Dawson"
or the "Company") announced today the successful completion of the
previously announced tender offer (the "Offer") by WB Acquisitions
Inc. ("Merger Sub"), a subsidiary of Wilks Brothers, LLC ("Wilks"),
for all of the outstanding common stock of the Company (the
"Shares").
The Offer expired at the end of the day on January 14, 2022. Merger Sub was advised by
American Stock Transfer & Trust Company, LLC, in its capacity
as depositary for the Offer, that, as of the expiration of the
Offer, a total of 15,285,001 Shares (excluding any Shares tendered
pursuant to guaranteed delivery procedures that were not yet
delivered in satisfaction of such guarantee), were validly tendered
and not validly withdrawn pursuant to the Offer, which, when
combined with the 2,094,237 Shares owned by Wilks and its
affiliates, represents approximately 73.5% of the Shares
outstanding immediately prior to the Expiration Time.
In addition, Notices of Guaranteed Delivery were delivered for
342,452 Shares, representing approximately 1.4% of the Shares
outstanding immediately prior to the Expiration Time.
The total number of Shares tendered, including Shares held by
Merger Sub, Wilks and its affiliates, satisfied the minimum
condition of 66.67% of the total outstanding Shares and all other
conditions to the Offer, as set forth in the Agreement and Plan of
Merger, dated October 25, 2021 (as
amended, the "Merger Agreement"), among the Company, Merger Sub and
Wilks, were also satisfied. Promptly after the expiration of the
Offer, Merger Sub accepted for payment all Shares validly tendered
and not validly withdrawn pursuant to the Offer.
Pursuant to the Merger Agreement, the Company will promptly call
a special shareholders meeting in order to seek shareholder
approval of the merger of the Company with Merger Sub with the
Company surviving as a subsidiary of Wilks (the "Merger"). The
proposal to adopt the Merger must be approved by the affirmative
vote of at least 80% of the issued and outstanding Shares, and
Merger Sub intends to vote all of the Shares it owns, including the
Shares acquired in the Offer, in favor of the Merger.
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.
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. 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, statements regarding the expected consummation
of the acquisition, which involve a number of risks and
uncertainties, including the satisfaction of closing conditions for
the acquisition (such as the approval of at least 80% of the
outstanding shares of the capital stock of the Company in order to
consummate the second step merger); the possibility that the
transaction will not be completed and the Company will be a
controlled public company with a limited market for its shares,
which could result in the delisting of the Company's shares from
Nasdaq and the Company no longer being required to make filings
with the U.S. Securities and Exchange Commission (the "SEC"); the
impact of general economic, industry, market or political
conditions; 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; surpluses in the supply
of oil and the ability of 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; disruptions in
the global economy; and whether or not the pending transaction with
Wilks will be completed. 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 SEC on
March 16, 2021 and any subsequent Quarterly Reports on Form
10-Q filed with the SEC, as well as the tender offer documents
filed with the SEC by Wilks Brothers, LLC on November 1, 2021, and the
Solicitation/Recommendation statement on Schedule 14D-9 filed by
the Company on November 1, 2021, each
including all amendments thereto. The Company disclaims any
intention or obligation to revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
This communication does not constitute a solicitation of any
vote or approval.
In connection with the Merger, Dawson filed a preliminary proxy statement
with the SEC on November 23, 2021.
Additionally, Dawson will file
other relevant materials with the SEC in connection with the
Merger. The materials filed or to be filed by Dawson with the SEC may be obtained free of
charge at the SEC's web site at www.sec.gov. Shareholders of
Dawson are urged to read the proxy
statement and the other relevant materials when they become
available before making any voting decision with respect to the
proposed Merger because they contain or will contain important
information about the Merger and the parties to the Merger.
Dawson and its respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies of Dawson's shareholders in connection with the
proposed Merger. Shareholders may obtain more detailed information
regarding the names, affiliations and interests of certain of
Dawson's executive officers and
directors in the solicitation by reading the proxy statement in
connection with the Merger. Information concerning the interests of
Dawson's participants in the
solicitation, which may, in some cases, be different than those of
Dawson's shareholders generally,
is or will be set forth in the proxy statement relating to the
Merger.
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SOURCE Dawson Geophysical Company