Dawson Geophysical Co.

Transaction Type
Sellers
Buyers
Announce Date
Post Date
Estimated Price
157MM
Description

To buy company providing seismic data and digital database services. (Cancelled)

Dawson Geophysical Co., Midland, Texas, (Nasdaq: DWSN) plans to acquire TGC Industries Inc., Plano, Texas, (Nasdaq: TGE) in a tax-free stock-for-stock transaction for a total deal value of $157 million. The combined company will retain the Dawson name and trading symbol.

Based on closing prices of Dawson and TGC shares on March 18, the transaction is valued at approximately $157 million, representing approximately $8 per TGC share.

TGC shareholders will receive 0.188 Dawson share per TGC share.

At closing, Dawson will issue approximately 3.7 million shares in exchange for the approximately 19.6 million shares of TGC stock outstanding. Dawson shareholders will own approximately 68% of the combined company.

The boards of both companies have approved the transaction, and directors and officers representing approximately 29% of TGC outstanding shares and approximately 4% of Dawson outstanding shares have agreed to vote in favor of the merger.

TGC Industries is comprised of three companies, Tidelands Geophysical, Eagle Canada Inc., and Exploration Surveys.

Tidelands Geophysical is a seismic acquisition company that has provided clients with seismic data since 1967. Eagle Canada is a provider of seismic data acquisition services to the Canadian energy industry. Exploration Surveys is a digital database company providing high resolution gravity data since 1945.

The merger is expected to close by late second-quarter or early third-quarter 2011.

Raymond James& Associates Inc. is financial advisor to Dawson. Southwest Securities Inc. is financial advisor to TGC.

Upon closing of the transaction, Wayne Whitener, president, chief executive and director of TGC, will join the board of Dawson, along with Allen T. McInnes, Ph.D., current TGC director and dean of the Texas Tech Jerry S. Rawls College of Business Administration. Whitener will continue as president and chief operating officer of TGC, which after the transaction will be a wholly owned subsidiary of Dawson. Rob Wood, president of Eagle Canada, will remain in his role as president of Eagle Canada. Each of these named executives will enter into three-year employment agreements with the continuing entity.