Copies to:
Grant Everett
Baker Botts L.L.P.
2001 Ross Avenue, Suite 900
Dallas, TX 75201
(214) 953-6500
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Michael S. Telle
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, TX 77002
(713) 758-2222
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¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Amendment No. 3 (this “Amendment
No. 3”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the U.S. Securities
and Exchange Commission on November 1, 2021 (together with any amendments and supplements hereto, including this Amendment No. 3,
the “Schedule 14D-9”) by Dawson Geophysical Company, a Texas corporation (“Dawson Geophysical” or
the “Company”). The Schedule 14D-9 relates to the tender offer by WB Acquisitions Inc. (the “Offeror”),
a Delaware corporation and a subsidiary of Wilks Brothers, LLC (“Parent”), a Texas limited liability company, on behalf
of Parent, to purchase, subject to certain conditions, all of the issued and outstanding shares (the “Shares”) of common
stock, par value $0.01 per share, of Dawson Geophysical, at a purchase price of $2.34 per Share in cash, without interest and less any
required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 1, 2021
(together with any amendments and supplements thereto, the “Offer to Purchase”), a copy of which is attached as
Exhibit (a)(1) to the Schedule 14D-9 and in the related Letter of Transmittal (the “Letter of Transmittal”),
a copy of which is attached as Exhibit (a)(2) to the Schedule 14D-9, which, together with any other related materials, as each
may be amended or supplemented from time to time, collectively constitute the “Offer,” pursuant to the Agreement and
Plan of Merger, dated as of October 25, 2021, by and among Parent, the Offeror and the Company.
Except to the extent specifically provided in this
Amendment No. 3, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant
to the items in this Amendment No. 3. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule
14D-9.
This Amendment No. 3 is being
filed to amend and supplement the Schedule 14D-9 as reflected below.
References to “80% Minimum Condition” throughout the Schedule
14D-9 shall be replaced with “66.67% Minimum Condition.”
Item 2. Identity
and Background of Filing Person.
Item 2 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
The fourth paragraph under the heading “Tender Offer”
is hereby amended and restated to read as follows:
“If, immediately prior to the expiration
of the initial 20 Business Day period that the Offer is open, the number of Shares tendered in the Offer, together with the Shares then
owned by Parent, Merger Sub and any other Affiliate or direct or indirect wholly-owned Subsidiary of Parent, represents at least 65% but
less than 80% of the Shares then outstanding, then Merger Sub shall extend the Offer for one 10 Business Day extension, one successive
14 Business Day extension, and one successive four Business Day extension. If, following such extensions, the number of Shares tendered
in the Offer, together with the Shares then owned by Parent, Merger Sub and any other Affiliate or direct or indirect wholly-owned Subsidiary
of Parent, represents less than 80% of the Shares then outstanding, then Merger Sub shall extend the Offer for five Business Days such
that the Offer shall expire on January 14, 2022 in an effort to reach the 66.67% Minimum Condition. If the 66.67% Minimum Condition is
satisfied immediately prior to such expiration of the Offer, then Merger Sub shall, subject to the satisfaction of the other Offer Conditions,
close the Offer and shall not further extend the Offer. If the 66.67% Minimum Condition or any other Offer Conditions have not been satisfied
at such expiration of the Offer, the Offer will expire and Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any
event within 24 hours of such termination), irrevocably and unconditionally terminate the Offer.”
The sixth paragraph under the heading “Tender Offer”
is hereby amended and restated to read as follows:
“If the Offer Acceptance Time occurs, the
Parent and the Company shall proceed with convening the Shareholder Meeting in order to seek approval of the Company Shareholder Approval
Matters as promptly as practicable. If the Offer Acceptance Time does not occur, neither Parent nor the Company will be obligated to proceed
with convening the Company Shareholder Meeting.”
The following shall be inserted after the eighth paragraph under the
heading “Tender Offer”:
“Immediately
prior to the Offer Acceptance Time, Messrs. Stephen Jumper, Craig Cooper and Michael Klofas shall resign from the Board of Directors (the
“Board Resignations”). Immediately prior to the Offer Acceptance Time and immediately after the Board Resignations,
the remaining members of the Board of Directors, pursuant to Section 3:8 of the Bylaws, shall have elected Matt Wilks, Sergei Krylov and
Bruce Bradley to fill the vacancies in the Board of Directors created by the Board Resignations and shall have elected Mr. Matt Wilks
to serve as Chairman of the Board (the “Board Appointments”).”
Item 4. The
Solicitation or Recommendation.
Item 4 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
The following shall be inserted after the second paragraph under the
heading “Reasons for Recommendation”:
“In reaching its original decision in October
2021 to enter into the transaction with Parent (as further described herein), the Board, with the assistance of Moelis, thoroughly considered
the potential strategic options available to the Company, the current and long term prospects for the Company and the sector in which
it operates, including the lack of meaningful and sustainable demand for North American onshore seismic services, as well as an ongoing
skilled labor shortage required to meet any potential increase in demand. The Board furthered considered management’s belief that,
until demand for North American onshore seismic services dramatically increases, which the Company did not foresee at that time based
on then available information, (i) downward pressure on cash and net working capital balances would continue even if the Company undertook
further right-sizing efforts relative to demand and (ii) the Company would face challenges in making the significant capital investments
necessary to grow its revenue stream if and when demand increased.
In reaching its decision to enter into the amended
transaction with Parent (as further described herein), the Board, based on further consultation with management and Moelis, believes that
the same circumstances and prospects facing the Company continue to be applicable.
The Board further considered that, as of the most
recent expiration date for the tender offer by Parent (January 7, 2022), the holders of approximately 62% of the outstanding shares of
Dawson common stock (excluding the approximately 9.65% of the outstanding shares held by Parent and its affiliates) had elected to tender
their shares, representing approximately 69% of the shares of Dawson common stock held by holders other than Parent and its affiliates.
The Board also took into account that following
the expiration of the tender offer, the board of directors would continue to include Mark Vander Ploeg (current lead independent director)
and Ted North (current independent audit committee chair) as well as the obligation by Parent to hold a special shareholders meeting to
approve the back-end Merger.
The Board believes that the amended transaction
presents a substantial majority of the Company’s shareholders who have previously elected to tender their shares, as well as all
other Company shareholders who have not previously elected to tender their shares, with an opportunity to achieve liquidity for their
shares at the Offer Price, and is the most optimal path forward and is in the best interest of the shareholders.”
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following exhibit:
SIGNATURE
After due inquiry and to
the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true, complete and correct.
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DAWSON GEOPHYSICAL COMPANY
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By:
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/s/ Stephen C. Jumper
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Name:
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Stephen C. Jumper
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Title:
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Chairman, President and Chief Executive Officer
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Dated: January 10, 2022
Dawson Geophysical (NASDAQ:DWSN)
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