FORT WORTH, Texas, Jan. 18, 2022 /PRNewswire/ -- Wilks
Brothers, LLC ("Wilks") today announced the successful completion
of the tender offer (the "Offer") by WB Acquisitions Inc., a
Delaware corporation ("Merger
Sub") and a subsidiary of Wilks, for any and all of the issued and
outstanding shares (the "Shares") of Dawson Geophysical Company
(NASDAQ: DWSN) ("Dawson") at a
price of US $2.34 per Share (the
"Offer Price") in cash, without interest, less any applicable
withholding taxes, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated November 1, 2021, and in the related Letter of
Transmittal, each including all amendments thereto. The Offer
expired at the end of the day on January 14,
2022.
American Stock Transfer & Trust Company, LLC, the depository
for the Offer has advised Wilks and Merger Sub that in accordance
with the terms of the Offer, as of the expiration of the Offer, a
total of 15,285,001 Shares were validly tendered and not validly
withdrawn, excluding any Shares tendered pursuant to guaranteed
delivery procedures that were not yet delivered in satisfaction of
such guarantee pursuant to the Offer which, when combined with the
2,094,237 Shares owned by Wilks and its affiliates, represents
approximately 73.5% of Dawson's
outstanding Shares. As a result, the 66.67% Minimum Condition was
satisfied. Accordingly, all Shares that were validly tendered, in
accordance with the terms of the Offer and not validly withdrawn,
were accepted by Merger Sub for payment, and Merger Sub will
promptly pay for all such tendered Shares in accordance with the
terms of the Offer. In addition, Notices of Guaranteed Delivery
were delivered for approximately 1.4% of the outstanding Shares,
which Shares will also be purchased by Merger Sub provided such
Shares are delivered in satisfaction of such guarantee.
Dawson intends to promptly
convene a special meeting of Dawson's shareholders at which such
shareholders will be asked to approve the merger of Merger Sub with
and into Dawson, with Dawson surviving such merger (the "Merger").
Wilks and its affiliates intend to vote all of the Shares they own,
including the Shares acquired in the Offer, in favor of the Merger
at such Dawson shareholder
meeting. Approval of at least 80% of Dawson's common stock is required to approve
the Merger.
If Merger Sub completes the Merger, Dawson shareholders not tendering their Shares
in the Offer (other than Dawson or
any of its subsidiaries, Wilks, Merger Sub and any other affiliate
or subsidiary of Wilks, or any shareholders who have properly
exercised their appraisal rights) will receive cash in an amount
equal to the Offer Price, without interest and less any required
withholding taxes. In addition, Dawson, as the surviving company in the
Merger, will become a subsidiary of Wilks, and the Shares will no
longer be publicly traded.
If the requisite vote of Dawson's shareholders is not obtained or
Merger Sub otherwise does not complete the Merger, then the
remaining shareholders of Dawson
will not receive any consideration for their Shares and will
continue as minority shareholders in a company in which Wilks has
significant influence. In addition, there may be so few remaining
shareholders and publicly traded shares that there will no longer
be an active or liquid public trading market for Shares. In
addition, Dawson may no longer be
required to make filings with the SEC and the number of outstanding
shareholders could be reduced to a number which requires delisting
of Dawson's shares from the
NASDAQ.
All capitalized terms used but not otherwise defined herein
shall have the meaning given in the Offer to Purchase and Merger
Agreement.
D.F. King & Co., Inc. is the information agent for the Offer
and any questions or requests for the Offer to Purchase and related
materials with respect to the 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 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 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 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 Offer. The offer to
purchase the Shares was 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 Offer, as amended because they contain
important information regarding the Offer and the Merger. 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 Offer.
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 Wilks Brothers, LLC