MIDLAND, Texas, Aug. 23, 2011 /PRNewswire/ -- Dawson Geophysical
Company (Dawson) (NASDAQ: DWSN)
and TGC Industries, Inc. (TGC) (NASDAQ: TGE) today announced that
they have entered into an amendment to the merger agreement
relating to the previously announced proposed merger whereby, upon
both parties obtaining shareholder and other approvals,
Dawson will acquire TGC in a
tax-free stock-for-stock transaction. The amendment extends
the termination date of the merger agreement from August 31, 2011 to the business day immediately
following the later of the date of (1) Dawson's special meeting of shareholders and
(2) TGC's special meeting of shareholders so long as the meeting
date is not after October 28, 2011.
If the meeting date would be after October 28, 2011, the merger agreement may be
terminated without a shareholder vote occurring. The
amendment also requires that (1) each of Dawson and TGC initiate the mailing of a joint
proxy statement/prospectus to its shareholders within three
business days after the registration statement on Form S-4 is
declared effective by the Securities and Exchange Commission and
(2) the special meeting of shareholders of each of Dawson and TGC be called, convened and held on
the 21st business day after the date that the mailing of the joint
proxy statement/prospectus is initiated to shareholders so long as
the joint proxy statement/prospectus is mailed by September 28, 2011. Accordingly, and for
illustrative purposes only, if the joint proxy statement/prospectus
were to be declared effective by the SEC on August 26th, the mailing of the joint proxy
statement/prospectus would be initiated no later than August 31st, the companies' respective
shareholder meetings would be held on September 30th and the termination date would be
on October 1st. However, if the
joint proxy statement/prospectus is not mailed by September 28, 2011, then either Dawson or TGC may terminate the merger
agreement without a shareholder vote occurring.
Dawson and TGC also today
announced they have each established August
29, 2011 as the record date for their respective special
meeting of shareholders in connection with the proposed merger.
If the merger receives shareholder and other requisite
approvals, TGC shareholders will receive 0.188 shares of Dawson
common stock for each share of TGC common stock owned, and the
combined company will retain the Dawson name and trading symbol.
Subject to the terms of the amendment to the merger agreement,
each of Dawson's and TGC's
shareholders of record at the close of business on August 29, 2011 will be entitled to notice of
their respective special meeting and to vote at their respective
special meeting of shareholders. At the Dawson special meeting, Dawson shareholders will consider and vote on
a proposal to approve the issuance of shares of Dawson common stock
to TGC shareholders. At the TGC special meeting, TGC
shareholders will consider and vote on a proposal to approve the
merger agreement.
About Dawson
Dawson Geophysical Company is the leading provider of U.S.
onshore seismic data acquisition services as measured by the number
of active data acquisition crews. Founded in 1952, 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 TGC Industries
TGC Industries, Inc., based in Plano,
Texas, is a provider of seismic data acquisition services
with operations throughout the continental United States and Canada. TGC has branch offices in
Houston, Midland, Oklahoma
City and Calgary.
Cautionary Statement Regarding Forward-Looking
Statements
In accordance with the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995, Dawson and TGC caution 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 Dawson's or
TGC's actual results of operations. These risks include but are not
limited to the volatility of oil and natural gas prices, dependence
upon energy industry spending, disruptions in the global economy,
industry competition, delays, reductions or cancellations of
service contracts, high fixed costs of operations, external factors
affecting Dawson's or TGC's crews
such as weather interruptions and inability to obtain land access
rights of way, whether either company enters into turnkey or term
contracts, crew productivity, limited number of customers, credit
risk related to Dawson's or TGC's
customers, the availability of capital resources, operational
disruptions, the ability to obtain all necessary approvals for the
merger and the possibility that the shareholder meetings may not be
held pursuant to the terms of the amendment to the merger
agreement. A discussion of these and other factors, including
risks and uncertainties with respect to Dawson is set forth in Dawson's Form 10-K for the fiscal year ended
September 30, 2010 and Dawson's Form 10-Qs for the three months ended
March 31, and June 30, 2011 and with respect to TGC, is set
forth in TGC's Form 10-K for the fiscal year ended December 31, 2010 and TGC's Form 10-Qs for the
three months ended March 31, and
June 30, 2011. Dawson and TGC
disclaim any intention or obligation to revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Important Information For Investors and Shareholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. Subject to the terms of the amendment to the
merger agreement between Dawson
and TGC, the transactions contemplated by the merger agreement,
including the proposed merger and the proposed issuance of
Dawson common stock in the merger,
will, as applicable, be submitted to the shareholders of
Dawson and TGC for their
consideration. Dawson filed with the Securities and Exchange
Commission ("SEC") a registration statement on Form S-4 that
included a joint proxy statement of Dawson and TGC that also constitutes a
prospectus of Dawson. After
the registration statement has been declared effective and subject
to the terms of the amendment to the merger agreement, Dawson and TGC will mail the joint proxy
statement/prospectus to their respective shareholders. Dawson
and TGC also plan to file other documents with the SEC regarding
the proposed transaction. INVESTORS AND SECURITY HOLDERS OF DAWSON
AND TGC ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and shareholders may currently obtain free copies
of the joint proxy statement/prospectus filed on June 10, 2011 and amended on July 20, 2011 and August
8, 2011, and will be able to obtain free copies of any
further amendments to the joint proxy statement/prospectus as well
as other documents containing important information about
Dawson and TGC filed with the SEC,
through the website maintained by the SEC at www.sec.gov.
Dawson and TGC make available free of charge at
www.dawson3d.com and www.tgcseismic.com, respectively (in the
"Investor Relations" section), copies of materials they file with,
or furnish to, the SEC, or investors and shareholders may contact
Dawson at (432) 684-3000 or TGC at
(972) 881-1099 to receive copies of documents that each company
files with or furnishes to the SEC.
Participants in the Proxy Solicitation
Dawson, TGC, and certain of
their respective directors and officers may be deemed to be
participants in the solicitation of proxies from the shareholders
of Dawson and TGC in connection
with the proposed transactions. Information about the directors and
officers of Dawson is set forth in
its proxy statement for its 2011 annual meeting of shareholders,
which was filed with the SEC on December 7,
2010. Information about the directors and officers of TGC is
set forth in its Amendment No. 1 to Annual Report on Form 10-K/A,
which was filed with the SEC on April 15,
2011. These documents can be obtained free of charge from
the sources indicated above. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
is contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become
available.
SOURCE Dawson Geophysical Company