MIDLAND, Texas, 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).
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 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.
In connection with the proposed merger, Dawson filed with the SEC a registration
statement on Form S-4 that includes a definitive joint proxy
statement/prospectus regarding the proposed merger. The
registration statement was declared effective by the SEC on
September 23, 2011, and a definitive
joint proxy statement/prospectus will be mailed to Dawson and TGC shareholders on or about
September 27, 2011 in connection with
the proposed merger.
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 CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
shareholders may obtain free copies of 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