Wilks Brothers, LLC (“Wilks”) announced the successful completion of the tender offer (the “Offer”) by WB Acquisitions Inc., a Delaware corporation (“Merger Sub”) and a subsidiary of Wilks, for any and all of the issued and outstanding shares (the “Shares”) of Dawson Geophysical Company (“Dawson“) at a price of US $2.34 per Share (the “Offer Price”) in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 1, 2021, and in the related Letter of Transmittal, each including all amendments thereto.
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American Stock Transfer & Trust Company, LLC, the depository for the Offer has advised Wilks and Merger Sub that in accordance with the terms of the Offer, as of the expiration of the Offer, a total of 15,285,001 Shares were validly tendered and not validly withdrawn, excluding any Shares tendered pursuant to guaranteed delivery procedures that were not yet delivered in satisfaction of such guarantee pursuant to the Offer which, when combined with the 2,094,237 Shares owned by Wilks and its affiliates, represents approximately 73.5% of Dawson’s outstanding Shares.
As a result, the 66.67% Minimum Condition was satisfied. Accordingly, all Shares that were validly tendered, in accordance with the terms of the Offer and not validly withdrawn, were accepted by Merger Sub for payment, and Merger Sub will promptly pay for all such tendered Shares in accordance with the terms of the Offer. In addition, Notices of Guaranteed Delivery were delivered for approximately 1.4% of the outstanding Shares, which Shares will also be purchased by Merger Sub provided such Shares are delivered in satisfaction of such guarantee.
Dawson intends to promptly convene a special meeting of Dawson’s shareholders at which such shareholders will be asked to approve the merger of Merger Sub with and into Dawson, with Dawson surviving such merger (the “Merger”). Wilks and its affiliates intend to vote all of the Shares they own, including the Shares acquired in the Offer, in favor of the Merger at such Dawson shareholder meeting. Approval of at least 80% of Dawson’s common stock is required to approve the Merger.
If Merger Sub completes the Merger, Dawson shareholders not tendering their Shares in the Offer (other than Dawson or any of its subsidiaries, Wilks, Merger Sub and any other affiliate or subsidiary of Wilks, or any shareholders who have properly exercised their appraisal rights) will receive cash in an amount equal to the Offer Price, without interest and less any required withholding taxes. In addition, Dawson, as the surviving company in the Merger, will become a subsidiary of Wilks, and the Shares will no longer be publicly traded.
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If the requisite vote of Dawson’s shareholders is not obtained or Merger Sub otherwise does not complete the Merger, then the remaining shareholders of Dawson will not receive any consideration for their Shares and will continue as minority shareholders in a company in which Wilks has significant influence. In addition, there may be so few remaining shareholders and publicly traded shares that there will no longer be an active or liquid public trading market for Shares. In addition, Dawson may no longer be required to make filings with the SEC and the number of outstanding shareholders could be reduced to a number which requires delisting of Dawson’s shares from the NASDAQ.
All capitalized terms used but not otherwise defined herein shall have the meaning given in the Offer to Purchase and Merger Agreement.
D.F. King & Co., Inc. is the information agent for the Offer and any questions or requests for the Offer to Purchase and related materials with respect to the Offer may be directed to them by telephone, toll-free, at (800) 207-3158, if a stockholder, or by calling (212) 269-5550, if a bank or broker.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
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