Wilks Brothers, LLC Announces Extension of Tender Offer to Acquire Dawson Geophysical Company

Rhea-AI Summary

Wilks Brothers, LLC announced an extension of its cash tender offer to acquire Dawson Geophysical Company (NASDAQ: DWSN) until January 3, 2022. As of December 14, 2021, approximately 68.89% of Dawson's outstanding shares have been tendered. Wilks aims to secure at least 80% of shares to facilitate a merger. The company expects this acquisition will enhance cost control amidst challenging market conditions, asserting that delaying further could erode value for stakeholders. Wilks encourages Dawson stockholders to participate in the extended tender offer period.

Positive

• Wilks currently holds approximately 68.89% of Dawson’s outstanding shares.
• The acquisition could enhance cost control due to market conditions.

Negative

• Weak market conditions have led to increased cash burn and declining accounts receivable.
• Potential further delays in the acquisition could erode value for all stakeholders.

FORT WORTH, Texas, Dec. 15, 2021 /PRNewswire/ -- Wilks Brothers, LLC ("Wilks"), today announced that WB Acquisitions Inc., a wholly-owned subsidiary of Wilks ("Merger Sub") and Dawson Geophysical Company (NASDAQ: DWSN) ("Dawson"), have agreed to extend the previously commenced cash tender offer by Merger Sub to purchase all of the issued and outstanding shares of common stock of Dawson to 5:00 p.m., New York City time, on January 3, 2022. 

The tender offer was previously scheduled to expire at 11:59 p.m., New York City time, on December 14, 2021. American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has advised Wilks that, as of 6:00 p.m., New York City time, on December 14, 2021, the shares of common stock of Dawson tendered pursuant to the tender offer together with the shares owned by Wilks and its affiliates, represented approximately 68.89% of Dawson's outstanding shares of common stock. As set forth in the merger agreement among Wilks, Merger Sub and Dawson, the tender offer continues to seek to obtain at least 80% of Dawson's outstanding shares of common stock (together with the shares owned by Wilks and its affiliates) in order to seek a merger of Merger Sub with and into Dawson.  Stockholders who have already tendered their shares of common stock of Dawson do not have to re-tender their shares or take any other actions as a result of the extension. 

Wilks encourages Dawson stockholders to tender during the extension period.  As previously publicly disclosed by Dawson, weak market conditions have resulted in accelerating cash burn rates, declining accounts receivable balances and minimal opportunities to further reduce costs and capital expenditures.  It is Wilks' belief that Dawson, as a private entity, would be better equipped to control costs for the unknown duration of a challenging market environment. Wilks believes the tender offer price offered to stockholders of Dawson continues to be the optimal value currently available, and Wilks also believes that further delays and continuing market conditions will likely erode value for all stakeholders. As a result of potential further value erosion, Wilks believes haste is warranted to ensure the ability to deliver optimal value for stakeholders, and Wilks does not anticipate any further extensions or offer amendments beyond those contemplated by the merger agreement.  Wilks also encourages stockholders to discuss with their respective tax advisors the potential for positive implications of extending the expiration of the tender offer into calendar year 2022.

D.F. King & Co., Inc. is the information agent for the tender offer and any questions or requests for the Offer to Purchase and related materials with respect to the tender 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.

Forward-Looking Statements

Information provided and statements contained in this press release that are not purely historical, such as statements regarding expectations about the tender offer, the expected timing of the completion of the transaction and the ability to complete the transaction considering the various closing conditions, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements only speak as of the date of this press release, and Wilks assumes no obligation to update the information included in this press release. Statements made in this press release that are forward-looking in nature may involve risks and uncertainties. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including, without limitation, the possibility that the transaction does not close, the possibility that the offer is consummated but the shareholder approval to complete the merger is not obtained, the risk that business disruption relating to the transaction may be greater than anticipated, the failure to obtain any required financing on favorable terms and other specific risk factors discussed herein and in other releases and public filings made by Dawson and Wilks (including filings with the SEC). Although Wilks believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Unless otherwise required by law, Wilks also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this press release.

Important Additional Information and Where to Find It

This communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Dawson or any other securities. On November 1, 2021, Wilks filed a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, with the SEC. On the same date, Dawson filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. The offer to purchase shares of Dawson common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO. Investors and security holders are urged to read both the tender offer statement and the solicitation/recommendation statement regarding the tender offer, as they may be amended from time to time, when they become available because they will contain important information that should be read carefully before making any decision with respect to the tender offer. The tender offer statement has been filed with the SEC by Wilks and the solicitation/recommendation statement has been filed with the SEC by Dawson. Investors and security holders may obtain a free copy of these statements, any amendments thereto, the merger agreement and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the information agent for the tender offer.

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SOURCE Wilks Brothers, LLC

FAQ

What is the new deadline for Wilks Brothers' tender offer for Dawson (DWSN)?

The new deadline is January 3, 2022, at 5:00 p.m. New York City time.

How many shares of Dawson have been tendered so far?

As of December 14, 2021, approximately 68.89% of Dawson's outstanding shares have been tendered.

What is the significance of the 80% threshold in the tender offer for DWSN?

Wilks needs at least 80% of Dawson's outstanding shares to proceed with the merger.

What concerns does Wilks Brothers have regarding Dawson's current market conditions?

Wilks expressed concerns over accelerating cash burn rates and declining accounts receivable.

What advice did Wilks give to Dawson stockholders during the tender offer extension?

Wilks encourages Dawson stockholders to tender their shares during the extension period.