Wilks Brothers, LLC Publicizes Merger Settlement Amendments and Supply Extension to Purchase Dawson Geophysical Firm

FORT WORTH, TexasJan. 10, 2022 / PRNewswire / – Wilks Brothers, LLC (“Wilks”) right now introduced that WB Acquisitions Inc., a subsidiary of Wilks (“Merger Sub”), Dawson Geophysical Firm (NASDAQ: DWSN) (“Dawson“) and Wilks, have agreed to a sequence of amendments to the Settlement and the Merger Plan, dated 25 October 2021 as amended by modification n ° 1 of December 14, 2021 and addendum n ° 2 dated January 4, 2022, by and amongst Dawson, Wilks and Merger Sub (as amended, the “Merger Settlement”) that are meant to facilitate the completion of the Supply and the ultimate merger.

First, the Merger Settlement is amended to cut back the 80% minimal situation from 80% to 66.67% (the “minimal situation”). Assuming the opposite circumstances of the provide are met, Merger Sub intends to simply accept the acquisition and pay for all shares validly tendered beneath the provide if the minimal situation is met on the date of the provide. ‘expiry. Instantly after the completion of the Supply, Dawson intends to convene a particular assembly of Dawson’s shareholders to whom these shareholders will probably be invited to approve the merger of Merger Sub with and in Dawson, with Dawson surviving such merger (the “Merger”). Fusion Sub intends to train the voting rights of all of the Shares it holds, together with the Shares acquired beneath the Supply, in favor of the Merger presently. Dawson shareholders’ assembly.

If Merger Sub completes the Merge, Dawson shareholders not tendering their Shares to the Supply (aside from Dawson or one in all its subsidiaries, entities linked to the guardian firm or any shareholder who has accurately exercised their valuation rights) will obtain money in an quantity equal to the $ 2.34 Supply worth, curiosity free and fewer required withholding taxes. As well as, Dawson, as a surviving firm of the merger, will grow to be a subsidiary of the guardian firm and its associates, and the shares will not be listed on the inventory alternate.

If Merger Sub doesn’t full the Merger, the shareholders of Dawson not submitting to the Supply is not going to obtain any consideration and can grow to be minority shareholders of an organization over which Wilks and its associates have vital affect. As well as, there could also be so few shareholders and shares listed on the inventory alternate that there’ll not be an energetic or liquid public buying and selling marketplace for the Shares. As well as, Dawson could not be required to file paperwork with the SEC and the variety of excellent shareholders could also be lowered to a quantity that requires delisting. Dawson’s NASDAQ shares.

Second, the merger settlement was amended to offer for Stephen jumper, Craig cooper and Michael klofas resign from Dawson’s Board of Administrators, with Mark Vander Ploeg and Ted North as administrators, and for the appointment to Dawson’s Board of Matt wilks, Sergei Krylov and Bruce bradley, in every case, from the Time of Acceptance. Mr. Jumper ought to stick with Dawson and proceed as CEO.

Lastly, the events prolonged the money provide beforehand launched by Merger Sub to buy all the issued and excellent shares of frequent inventory of Dawson at 5:00 p.m., New York Metropolis It is time January 14, 2022. The Supply was beforehand scheduled to run out at 11:59 p.m., New York Metropolis It is time January 7, 2022. American Inventory Switch & Belief Firm, LLC, the depositary of the Supply, has knowledgeable Wilks that as of 6:00 p.m., New York Metropolis It is time January 7, 2022, the shares tendered beneath the provide, along with the shares held by Wilks and its associates, represented roughly 71.57% of Dawson’s excellent shares. Shareholders who’ve already deposited their Shares don’t have to re-deposit their Shares or take another motion following the extension.

Wilks encourages Dawson shareholders to bid through the extension interval. As beforehand disclosed publicly by Dawson, weak market circumstances have resulted in accelerating money consumption charges, decrease accounts receivable balances and minimal alternatives to additional scale back prices and capital expenditures. It’s Wilks’ perception that Dawson, as a personal entity, can be higher outfitted to manage prices through the unknown size of a tough market atmosphere. Wilks believes that the provide worth provided to shareholders of Dawson continues to be the optimum worth presently obtainable, and Wilks additionally believes that additional delays and chronic market circumstances are more likely to erode worth for all stakeholders. Because of the potential additional erosion of worth, Wilks believes the haste is justified to make sure the flexibility to ship optimum worth to stakeholders.

The Supply is topic to the Supply to Buy, and all capitalized phrases used however not outlined herein could have the meanings given to them within the Supply to Buy and the Merger Settlement.

DF King & Co., Inc. is the knowledge agent for the Supply and any questions or requests for the Supply to Buy and associated supplies regarding the Supply could also be directed to them by phone, toll-free, at ( 800) 207 -3158, if a shareholder, or by calling (212) 269-5550, if a financial institution or dealer.

This press launch doesn’t represent a proposal to promote or the solicitation of a proposal to purchase any securities and doesn’t represent a proposal, solicitation or sale in any jurisdiction by which such provide, solicitation or sale can be unlawful.

Ahead-looking statements

Data supplied and statements contained on this press launch that aren’t purely historic, corresponding to statements concerning expectations concerning the Supply, the anticipated timing of the completion of the transaction and the flexibility to finish the transaction given the completely different closing circumstances are potential. statements throughout the which means of Part 27A of the Securities Act of 1933 and Part 21E of the Securities Change Act of 1934. These forward-looking statements converse solely as of the date of this press launch, and Wilks assumes no obligation replace the knowledge included. on this press launch. Statements made on this press launch which are forward-looking in nature could contain dangers and uncertainties. Subsequently, readers are cautioned that these forward-looking statements usually are not ensures of future efficiency and are topic to sure dangers, uncertainties and assumptions which are tough to foretell, together with, with out limitation, the chance that the transaction might not be profitable. concluded, the chance that the provide is made however that shareholders’ approval to finish the Merger is just not obtained, the chance that the enterprise disruption related to the transaction could also be better than anticipated, the failure to be obtained any financing required on favorable phrases and different particular danger elements mentioned right here and in different press releases and public paperwork filed by Dawson and Wilks (together with SEC filings). Though Wilks believes that the expectations mirrored in these forward-looking statements are affordable as of the date of their publication, the expectations could end up to have been materially completely different from the outcomes expressed or implied by these forward-looking statements. Until in any other case required by regulation, Wilks additionally disclaims any obligation to replace its view of such dangers or uncertainties or to publicly announce the results of any revision of the forward-looking statements made on this press launch.

Vital further info and the place to seek out it

This communication is neither a proposal to purchase nor a solicitation of a proposal to promote Shares or different securities. At November 1, 2021, Wilks has filed a young provide assertion on Schedule TO, together with a proposal to buy, letter of transmittal and associated paperwork, with the SEC. On the identical date, Dawson has filed a solicitation / advice assertion in Annex 14D-9 concerning the provide. The provide to buy the Shares will solely be made pursuant to the Supply to Buy, Letter of Transmittal and associated paperwork filed with this TO Schedule. Traders and safety holders are urged to learn each the take-over bid assertion and the solicitation / advice assertion concerning the providing, as they might be amended now and again, as they seem. will probably be obtainable, as they may include necessary info which must be learn fastidiously earlier than making any determination regarding the Supply. The takeover bid assertion has been filed with the SEC by Wilks and the solicitation / advice assertion has been filed with the SEC by Dawson. Traders and securityholders can receive a free copy of those statements, their amendments, the merger settlement, and different paperwork filed with the SEC from the web site maintained by the SEC at www.sec.gov or by addressing such requests to the knowledge agent for the Supply.

SOURCE Wilks Brothers, LLC

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