MIDLAND, Texas and PLANO, Texas, Nov. 17, 2014 /PRNewswire/
-- Dawson Geophysical Company (Dawson) (NASDAQ: DWSN) and TGC Industries,
Inc. (TGC) (NASDAQ: TGE) today announced that early termination of
the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (HSR Act), has been granted in
connection with the previously announced proposed strategic
business combination between Dawson and TGC. Accordingly, the condition to
the proposed business combination relating to the expiration or
termination of the HSR Act waiting period has been satisfied.
Stephen Jumper, President and
Chief Executive Officer of Dawson,
said: "We are pleased to have completed this important milestone in
the approval process for the proposed business combination between
Dawson and TGC. We expect to
complete the SEC review process and to commence mailing of a joint
proxy statement to our respective shareholders. We look
forward to holding our special meetings and, if we receive the
requisite votes, eventually closing this transaction."
On November 6, 2014, TGC filed
with the Securities and Exchange Commission (SEC) a Registration
Statement on Form S-4 (Registration Statement) that included a
joint proxy statement of Dawson
and TGC that also constitutes a prospectus of TGC.
The transaction remains subject to certain other closing
conditions, including the approval of the merger by Dawson's shareholders, the approval of the
issuance of shares by TGC in connection with the merger, the
amendment to TGC's certificate of formation to effect the name
change of TGC to Dawson Geophysical Company and the one-for-three
reverse stock split of TGC's common shares by TGC's shareholders,
and the Registration Statement being declared effective by the
SEC.
About Dawson Geophysical
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 2D, 3D 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.
Safe Harbor Provisions
In accordance with the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995, Dawson Geophysical
Company and TGC Industries, Inc. 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 possibility that the transaction does not close when
expected or at all because required shareholder or other approvals
and other conditions to closing are not received or satisfied on a
timely basis or at all; the risk that the benefits from the
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 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; 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 Form 10-K for the fiscal year ended
September 30, 2013, and with respect
to TGC, is set forth in the Registration Statement on Form S-4
filed by TGC on November 6, 2014.
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 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 merger
agreement, 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, will, as
applicable, be submitted to the shareholders of Dawson and TGC for their consideration. On
November 6, 2014, TGC filed with the
SEC a registration statement on Form S-4 that included a joint
proxy statement of Dawson and TGC
that also constitutes a prospectus of TGC. After the registration
statement has been declared effective and subject to the terms of
the merger agreement, Dawson and
TGC will mail the joint proxy statement/prospectus to their
respective shareholders. Dawson
and TGC also plan to file other documents with the SEC regarding
the proposed transaction. INVESTORS AND SECURITY HOLDERS OF
DAWSON AND TGC ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS
THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
shareholders may currently obtain free copies of the joint proxy
statement/prospectus filed on November 6,
2014, and will be able to obtain free copies of any
amendments to the joint proxy statement/prospectus and other
documents containing important information about Dawson and TGC, once such documents are 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 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.
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 2014 annual meeting of shareholders, which was
filed with the SEC on December 18,
2013, as well as subsequent periodic reports filed with the
SEC. Information about the directors and officers of TGC is set
forth in the joint proxy statement/prospectus. 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 may be contained in other relevant
materials to be filed with the SEC when they become available.
Dawson
Contact
|
TGC
Contact
|
Dawson Geophysical
Company
|
TGC Industries,
Inc.
|
Stephen C.
Jumper
|
Wayne
Whitener
|
President & CEO
|
President &
CEO
|
Christina W.
Hagan
|
(972)
881-1099
|
CFO
|
www.tgcseismic.com
|
(800)
332-9766
|
|
www.dawson3d.com
|
|
|
|
|
|
Company
Contact
|
Company
Contact
|
EnerCom,
Inc.
|
Dennard-Lascar
Associates
|
Anthony D.
Andora
|
Jack
Lascar
|
(720)
317-8927
|
(713)
529-6600
|
SOURCE TGC Industries, Inc.