BALA CYNWYD, Pa., Jan. 14, 2015 /PRNewswire/ -- Law office of
Brodsky & Smith, LLC today announced that on January 7, 2015, a class action was commenced on
behalf of all holders of Dawson Geophysical Company ("Dawson") or the ("Company") (Nasdaq
–DWSN-News) common shares in the United States District Court for
the Western District of Texas
relating to the proposed acquisition by TGC Industries, Inc.
("TGC") (the "Proposed Transaction").
If you are a Dawson common
shareholder and wish to serve as lead plaintiff, you must move the
Court no later than 60 days from today. If you wish to
discuss this action or have any questions concerning this notice or
your rights or interests, please contact plaintiff's counsel,
Jason Brodsky or Evan Smith of Brodsky & Smith, LLC at (877)
LEGAL-90 or via e-mail at investorrelations@brodsky-smith.com.
Any member of the putative class may move the Court to serve
as lead plaintiff through counsel of their choice, or may choose to
do nothing and remain an absent class member.
Dawson provides onshore seismic
data acquisition and processing services in the United States and Canada.
The complaint alleges that Dawson, the Board and TGC breached their
duties, and/or aided and abetted such breaches, in connection with
their attempt to consummate the Proposed Transaction pursuant to an
unfair process and for an unfair price. In addition, the complaint
alleges Dawson and the Board
disseminated a false and misleading Registration Statement on Form
S-4 (the "S-4") in violation of §14(a) of the 1934 Act and Rule
14a-9 promulgated thereunder in connection with the Proposed
Transaction.
On October 8, 2014, Dawson and TGC announced the entry into a
definitive agreement (the "Merger Agreement") whereby, prior to
completion of the merger, each holder of shares of Dawson common
stock will be entitled to receive 1.760 shares of TGC common stock
for each share of Dawson common
stock owned, after giving effect to the proposed 1 for 3 reverse
stock split to be effectuated by TGC, as well as cash payable in
lieu of fractional shares pursuant to the terms of the merger
agreement. Thereafter, on November 6,
2014, defendants caused the S-4 to be filed with the SEC and
disseminated in connection with the February
9, 2015 shareholder vote on the Proposed Transaction. The
complaint alleges the S-4 contains a number of false and misleading
statements that are material to shareholders who are expected to
rely upon the S-4 to determine whether to approve the Proposed
Transaction. The S-4 omits a number of material facts necessary to
make statements made therein not false and misleading, including
the events leading to the Merger Agreement, the analyses conducted
by the Board's financial advisor, and Dawson's prospective financial
information.
Plaintiff seeks injunctive and equitable relief on behalf of all
Dawson shareholders. Brodsky
& Smith, LLC is a litigation law firm with extensive expertise
representing shareholders throughout the nation in securities and
class action lawsuits. The attorneys at Brodsky & Smith have
been appointed by numerous courts throughout the country to serve
as lead counsel in class actions and successfully recovered
millions of dollars for our clients and shareholders. Attorney
advertising. Prior results do not guarantee a similar
outcome.
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SOURCE Brodsky & Smith, LLC