Dawson Geophysical, TGC Industries Announce Strategic Business Combination

(RTTNews) - Dawson Geophysical Co. (DWSN) and TGC Industries, Inc. (TGE) jointly announced a proposed strategic business combination. Upon consummation of the transaction, current Dawson and TGC shareholders would hold nearly 66% and 34% of the combined company, respectively. The transaction is likely to close during the first calendar quarter of 2015, subject to the approval by holders of 66.67% of the outstanding shares of both TGC and Dawson, as well as certain other closing conditions and regulatory approvals.

The transaction is structured as a tax-free stock-for-stock transaction. Dawson would merge with a TGC subsidiary and become a wholly-owned unit of TGC. TGC would change its name to Dawson Geophysical Co. The new Dawson shares would begin trading on NASDAQ under the symbol DWSN.

Immediately earlier to the transaction, TGC would implement a 1-for-3 reverse stock split. The reverse stock split would provide for a sufficient number of TGC authorized shares to consummate the transaction and adjust the number of post-transaction shares to help trading within reasonable price ranges and volumes on NASDAQ. After giving effect to the TGC reverse stock split, Dawson shareholders would receive 1.76 shares of TGC split-effected common stock for each common share of Dawson held at the effective time of the transaction, with cash to be paid in lieu of any fractional shares.

Stephen Jumper, currently Chairman, President and Chief Executive of Dawson, would serve as Chairman, President and CEO of new Dawson. Wayne Whitener, current President, CEO and a Director of TGC, would serve as Vice Chairman of the Board and an officer of new Dawson. Ongoing operations would be conducted under the Dawson and Eagle Canada names.