FORT WORTH, Texas,
Jan. 10, 2022 /PRNewswire/ -- Wilks Brothers, LLC ("Wilks")
today announced that WB Acquisitions Inc., a subsidiary of Wilks
("Merger Sub"), Dawson Geophysical Company (NASDAQ: DWSN)
("Dawson") and Wilks, have agreed
to a series of amendments to the Agreement and Plan of Merger,
dated October 25, 2021 as amended by
Amendment No. 1 dated December 14,
2021 and Amendment No. 2 dated January 4, 2022, by and among Dawson, Wilks and Merger Sub (as so amended,
the "Merger Agreement") that are intended to facilitate completion
of the Offer and the back end merger.
First, the Merger Agreement is being amended to decrease the 80%
Minimum Condition from 80% to 66.67% (the "Minimum
Condition"). Assuming the other Offer Conditions are
satisfied, Merger Sub intends to accept for purchase and pay
for all of the Shares validly tendered in the Offer if the Minimum
Condition is satisfied on the Expiration Date. Promptly
following the completion of the Offer, Dawson intends to 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"). Merger Sub intends to vote all of the Shares it
owns, including the Shares acquired in the Offer, in favor of the
Merger at such Dawson shareholder
meeting.
If Merger Sub completes the Merger, Dawson shareholders not tendering their Shares
in the Offer (other than Dawson or
any of its subsidiaries, the Parent Related Entities or any
shareholders who have properly exercised their appraisal rights)
will receive cash in an amount equal to the $2.34 Offer Price, without interest and less any
required withholding taxes. In addition, Dawson, as the surviving corporation in the
Merger, will become a subsidiary of Parent and its affiliates, and
the Shares will no longer be publicly traded.
If Merger Sub does not complete the Merger, then the
shareholders of Dawson not
tendering in the Offer will not receive any consideration and will
become minority shareholders in a company over which Wilks and its
affiliates have 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.
Second, the Merger Agreement has been amended to provide for
Stephen Jumper, Craig Cooper and Michael
Klofas to resign from Dawson's Board of Directors, with Mark Vander Ploeg and Ted North continuing as directors, and for the
appointment to Dawson's Board of
Matt Wilks, Sergei Krylov and Bruce
Bradley, in each case, effective as of the Acceptance
Time. Mr. Jumper is expected to remain with Dawson and continue as its Chief Executive
Officer.
Finally, the parties have extended the previously commenced cash
Offer by Merger Sub to purchase all of the issued and outstanding
Shares of common stock of Dawson
to 5:00 p.m., New York City time, on January 14, 2022. The Offer was previously
scheduled to expire at 11:59 p.m.,
New York City time, on
January 7, 2022. American Stock
Transfer & Trust Company, LLC, the depositary for the Offer,
has advised Wilks that, as of 6:00
p.m., New York City time,
on January 7, 2022, the Shares
tendered pursuant to the Offer together with the Shares owned by
Wilks and its affiliates, represented approximately 71.57% of
Dawson's outstanding Shares.
Shareholders who have already tendered their Shares 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 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.
The Offer is subject to the Offer to Purchase, and all
capitalized terms used but not otherwise defined herein shall have
the meanings 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 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 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 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 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 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 Offer.
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SOURCE Wilks Brothers, LLC