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Dawson Geophysical Announces Merger Agreement With Wilks Brothers, LLC
Provides Preliminary Estimated Third Quarter 2021 Financial Information MIDLAND, Texas, Oct. 25, 2021 /PRNewswire/ -- Dawson Geophysical Company (NASDAQ:
About this update from Dawson Geophysical Company
[{"type":"text","content":"Provides Preliminary Estimated Third Quarter 2021 Financial Information\n\n\nMIDLAND, Texas, Oct. 25, 2021 /PRNewswire/ -- Dawson Geophysical Company (NASDAQ: DWSN) (\"Dawson\" or the \"Company\") and Wilks Brothers, LLC (\"Wilks\") today announced that they have entered into a definitive merger agreement (the \"Merger Agreement\") pursuant to which a subsidiary of Wilks will commence on or before November 1, 2021 a tender offer to acquire all of the Company's outstanding common shares for $2.34 per share in cash (the \"Offer\"). Subject to the closing of the Offer, the merger agreement also contemplates that Wilks will acquire any Dawson shares that are not tendered into the Offer at the same price per share through a second-step merger, which will be completed as soon as practicable following the closing of the Offer, subject to the approval of at least 80% of the outstanding Dawson shares. \nDawson Board of Directors Recommendation\nThe Board of Directors of the Company is recommending that the Company's shareholders tender their shares in the Offer. \nThe Company's Board of Directors, with the assistance of the Company's financial advisor, Moelis & Company LLC, commenced an on-going review and analysis of the Company's potential strategic alternatives in mid-2019. During this same period, Company management commenced efforts to scale the Company to match the declining demand for its seismic services. In reaching its decision to enter into the transaction with Wilks, the board has thoroughly considered the potential strategic options available to Dawson, the current and long term prospects for the Company and the sector in which it operates, including the lack of meaningful and sustainable demand for seismic services, as well as an ongoing skilled labor shortage required to meet any potential increase in demand. Management believes that the Company's cash and other current assets will continue to decline even if the Company undertakes further right-sizing efforts relative to demand for the Company's services. The board believes that this transaction presents all Dawson shareholders with an opportunity to achieve liquidity for their shares at the Offer price, is the most optimal path forward and is in the best interest of the shareholders. \nThe Company's President and Chief Executive Officer, Stephen C. Jumper, said, \"Given ...