MIDLAND, Texas, Oct. 28, 2011 /PRNewswire/ -- Dawson Geophysical
Company (Dawson) (NASDAQ: DWSN)
today announced that TGC Industries, Inc. (TGC) (NASDAQ: TGE) has
terminated the definitive merger agreement pursuant to which
Dawson would have acquired TGC in
a tax-free stock-for-stock transaction.
As of the result of the 10-day volume weighted average price for
Dawson's stock as of October 25, 2011 falling outside the designated
range specified in the merger agreement, Dawson and TGC engaged in discussions and
exchanged letters concerning possible adjustments to the merger
exchange ratio of Dawson stock for
TGC stock prior to and on October 26
and 27, 2011. However, the parties were unable to reach
agreement regarding an adjustment to the exchange ratio.
At the special shareholders meeting held by each of the
companies on October 27, 2011, the
transaction received strong support from both Dawson's and TGC's shareholders. At
Dawson's special meeting, the merger proposal was adopted with the
affirmative vote of approximately 77% of Dawson's outstanding shares, including the
affirmative vote of approximately 97% of the shares voted at the
meeting. Dawson has been advised by TGC that the merger
proposal received the affirmative vote of approximately 76% of
TGC's outstanding shares, slightly under the 80% level required in
TGC's charter documents to complete the merger.
Stephen Jumper, President and
Chief Executive Officer of Dawson,
said: "We are disappointed that unanticipated regulatory delays in
processing the transaction did not permit us to bring the
transaction to a vote prior to the August
31, 2011 date originally specified in the merger agreement
until after our stock price fell outside the designated range
specified in the merger agreement as a result of the overall stock
market declines of the past few months. We are also
disappointed that we were unable to reach closure with TGC on an
enhanced merger exchange ratio despite our efforts over several
days to do so."
Jumper concluded: "Dawson
remains committed to growing its revenue and earnings and the
breadth of capabilities required to maintain its position as a
leader in the onshore seismic data acquisition industry, as we have
over our almost 60 year history. We have a strong order book
based on continuing exploration activity by our clients throughout
the United States. We will
continue to execute our strategy of expanding our client base and
service offerings, growing our capabilities to serve the rapidly
developing needs of our clients, and evaluating our opportunities
in North America."
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.
Cautionary Statement Regarding Forward-Looking
Statements
In accordance with the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995, Dawson Geophysical
Company cautions 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 the
Company's actual results of operations. These risks include but are
not limited to, the volatility of oil and natural gas prices,
disruptions in the global economy, dependence upon energy industry
spending, cancellations of service contracts, high fixed costs of
operations, weather interruptions, inability to obtain land access
rights of way, industry competition, limited number of customers,
credit risk related to our customers, asset impairments, the
availability of capital resources and operational disruptions. A
discussion of these and other factors, including risks and
uncertainties, is set forth in the Company's Form 10-K for the
fiscal year ended September 30, 2010.
Dawson Geophysical Company disclaims any intention or obligation to
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Stephen C. Jumper, Chief
Executive Officer
Christina W. Hagan, Chief Financial
Officer
800-332-9766
www.dawson3d.com
SOURCE Dawson Geophysical Company