MIDLAND, Texas and PLANO, Texas, Feb. 9,
2015 /PRNewswire/ -- Dawson Geophysical Company
("Dawson") (NASDAQ: DWSN) and TGC
Industries, Inc. ("TGC") (NASDAQ: TGE) announced that at their
respective special meetings of shareholders held on February 9, 2015, each company obtained
sufficient votes for each proposal required to consummate the
previously announced proposed strategic business combination
between Dawson and TGC.
Pursuant to the Agreement and Plan of Merger, dated as of
October 8, 2014, by and among
Dawson, TGC and Riptide
Acquisition Corp., a wholly-owned subsidiary of TGC ("Merger Sub"),
Merger Sub will merge with and into Dawson (the "Merger"), with Dawson surviving the Merger as a direct wholly
owned subsidiary of TGC. Immediately prior to the Merger,
Dawson will change its name to
"Dawson Operating Company" (the "Dawson Name Change") and TGC will
change its name to "Dawson Geophysical Company" (the "TGC Name
Change") and effect a 1-for-3 reverse stock split of its common
stock (the "TGC Reverse Stock Split"). Dawson and TGC made filings with the office of
the Texas Secretary of State (the
"Filing Office") on February 9, 2015
in order to give effect to the Dawson Name Change, the TGC Name
Change, the TGC Reverse Stock Split and the Merger. Subject
to the acceptance of these filings by the Filing Office,
Dawson and TGC expect the Dawson
Name Change, the TGC Name Change, the TGC Reverse Stock Split and
the Merger to become effective after market hours on Wednesday, February 11, 2015.
Subject to the aforementioned acceptance by the Filing Office of
the filings made by Dawson and
TGC, the combined company will be named "Dawson Geophysical
Company" and will begin trading on NASDAQ under the "DWSN" symbol
at the opening of trading on February 12,
2015.
IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS
This release 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.
The transactions contemplated by the Agreement and Plan of
Merger, dated October 8, 2014, by and
among Dawson, TGC and Merger Sub,
including, with respect to Dawson,
the proposed merger and, with respect to TGC, the proposed issuance
of TGC common stock in the merger and an amendment to TGC's
certificate of formation, were submitted to the shareholders of
Dawson and TGC for their
consideration on February 9, 2015. In
connection with the proposed merger, TGC filed with the SEC a
registration statement on Form S-4 that includes a definitive joint
proxy statement that also constitutes a prospectus of TGC.
The registration statement was declared effective by the SEC on
December 31, 2014, and the definitive
joint proxy statement/prospectus was mailed to Dawson and TGC shareholders on or about
December 31, 2014 in connection with
the proposed merger.
INVESTORS AND SECURITY HOLDERS OF DAWSON AND TGC ARE URGED TO READ THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and shareholders may currently obtain free copies of the
definitive joint proxy statement/prospectus, and 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 their
"Investor Relations" sections), copies of materials they file with,
or furnish to, the SEC, and investors and shareholders may contact
Dawson at (432) 684-3000 or TGC at
(972) 881-1099 or c/o Dennard-Lascar Associates at (713) 529-6600
to receive copies of documents that each company files with or
furnishes to the SEC.
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 and
TGC's 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,
including but not limited to the possibility that the proposed
transaction does not close when expected or at all because required
approvals are not received on a timely basis; the risk that the
benefits from the proposed transaction may not be fully realized or
may take longer to realize than expected; the ability to promptly
and effectively integrate the businesses of Dawson and TGC; the ability to realize
anticipated synergies and cost savings from the transaction; the
reaction of the companies' customers, employees and counterparties
to the transaction; diversion of management time on
transaction-related issues; the volatility of oil and natural gas
prices; dependence upon energy industry spending; industry
competition; reduced utilization; delays, reductions or
cancellations of service contracts; high fixed costs of operations
and high capital requirements; external factors affecting
Dawson's or TGC's crews such as
weather interruptions and inability to obtain land access rights of
way; disruptions in the global economy; whether either company
enters into turnkey or dayrate contracts; crew productivity; the
limited number of clients; credit risk related to clients; and the
availability of capital resources. A discussion of these and other
factors, including risks and uncertainties with respect to
Dawson is set forth in
Dawson's Annual Report on Form
10-K for the fiscal year ended September 30,
2014, and with respect to TGC, is set forth in the
registration statement on Form S-4 filed by TGC on November 6, 2014, as amended. TGC and
Dawson disclaim any intention or
obligation to revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/dawson-geophysical-and-tgc-industries-shareholders-approve-strategic-business-combination-300033219.html
SOURCE Dawson Geophysical Company