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Sept. 26, 2011 /PRNewswire/ -- Dawson Geophysical Company (
Dawson) (NASDAQ: DWSN) and TGC Industries, Inc. (TGC) (NASDAQ: TGE) today announced that
Dawson has filed a definitive joint proxy statement/prospectus with the Securities and Exchange Commission (SEC), and that
Dawson and TGC will shortly begin mailing of definitive proxy materials in connection with the proposed acquisition of TGC by
Dawson. As previously announced,
Dawson and TGC entered into a merger agreement pursuant to the terms of which, at the effective time of the merger, TGC shareholders will receive 0.188 shares of Dawson stock for every one share of TGC stock.
In connection with the proposed merger,
Dawson and TGC will each hold special meetings of their respective shareholders on
October 27, 2011. The special meeting of
Dawson shareholders will be held at the offices of Baker Botts L.L.P. at 2001 Ross Avenue, Suite 1100,
Dallas, Texas and the special meeting of TGC's shareholders will be held at the offices of Haynes and Boone LLP at 2323 Victory Avenue, Suite 700,
Dallas, Texas. Shareholders of record as of the close of business on
August 29, 2011, will be entitled to vote at the special meetings.
Stephen Jumper, President and Chief Executive Officer of
Dawson, said: "We look forward to holding our special meeting and eventually welcoming the shareholders of TGC as shareholders of
Dawson. Likewise, we are excited to welcome the employees of TGC and its subsidiary Eagle Canada, Inc. to the
Dawson family along with their respective clients."
Jumper continued: "We believe the combination of
Dawson and TGC provides opportunities to better serve the combined company's expanded client base with higher channel count capacity, greater geographic diversification of the combined entity operations and blending of operational, technical and regional expertise. With the ability to share equipment and personnel resources, the combined company will be able to provide clients with the required channel counts to produce higher resolution images, enhance efficiencies related to logistical improvements of crew timing while increasing utilization rates for all crews with an expanded order book."
The board of directors of each of
Dawson and TGC approved on
March 20, 2011 the merger agreement and recommends that each of their respective shareholders vote "
FOR" the proposals to be voted on at the special meetings approving the transaction. Shareholders are encouraged to read the definitive proxy materials in their entirety as they provide a detailed discussion of the proposed transaction and each of the related proposals.
Dawson shareholders who have questions about the merger, or who need assistance in submitting their proxy or voting their shares, should contact the proxy solicitor, Morrow & Co., LLC, at (800) 607-0088 (banks and brokers call collect: (203) 658-9400).
TGC shareholders who have questions about the merger, or who need assistance in submitting their proxy or voting their shares, should contact the proxy solicitor,
D.F. King at (800) 967-4617 (banks and brokers call collect: (212) 269-5550).
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
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 and the ability to obtain shareholder approval by each of
Dawson and TGC. 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.