Exhibit (a)(1)(G)
Wilks Brothers, LLC Commences Tender Offer for All Shares of Dawson Geophysical Company
Previously Announced Offer Price of $2.34 Per Share in Cash
Fort Worth, Texas—November 1, 2021—Dawson Geophysical Company (NASDAQ: DWSN) (“Dawson”) and Wilks Brothers, LLC (“Wilks”), today announced that WB Acquisitions Inc., a wholly-owned subsidiary of Wilks, has commenced the previously announced tender offer for all of the outstanding shares of common stock of Dawson at a price of $2.34 per share, net to the seller in cash without interest thereon and less any applicable withholding taxes (the “Offer”).
On October 25, 2021, Dawson announced that Dawson and Wilks had signed a definitive merger agreement pursuant to which the tender offer would be made. Dawson’s board of directors by unanimous vote approved the terms of the merger agreement, including the tender offer.
The tender offer is subject to customary conditions, including the tender of a number of Dawson shares that, together with Dawson shares then owned by Wilks and its affiliates, represents at least 80% of the then outstanding Dawson shares (the “80% minimum condition”). The Offer will be open for at least 20 business days (subject to mandatory extensions in certain circumstances). Dawson and Wilks may mutually agree to permit closing of the Offer if insufficient Dawson shares are tendered to meet the 80% minimum condition. Pursuant to the merger agreement, after completion of the tender offer and the satisfaction or waiver of all conditions, WB Acquisition Inc. intends to seek to merge with and into Dawson with all outstanding shares of Dawson’s common stock, other than shares held by certain Wilks related entities or shares held by Dawson’s stockholders who have validly demanded appraisal rights under Texas law, will be cancelled and converted into the right to receive cash equal to the $2.34 offer price per share, in cash without interest thereon and less any applicable withholding taxes. Completion of the merger requires the approval of the holders of 80% or more of Dawson’s issued and outstanding shares.
Wilks Brothers, LLC and WB Acquisition Inc. are filing with the U.S. Securities and Exchange Commission (“SEC”) today a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms of the tender offer. Additionally, Dawson is filing with the SEC today a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of Dawson’s board of directors that Dawson’s stockholders tender their shares into the tender offer.
The tender offer and withdrawal rights are scheduled to expire at 11:59 p.m., New York City time, on Tuesday, November 30, 2021, unless extended or earlier terminated in accordance with the merger agreement and applicable law.
About Dawson
Dawson Geophysical Company is a leading provider of North American onshore seismic data acquisition services with operations throughout the continental United States and Canada. Dawson acquires and processes 2-D, 3-D and multi-component seismic data solely for its clients, ranging from major oil and gas companies to independent oil and gas operators, as well as providers of multi-client data libraries.
About Wilks
Wilks Brothers LLC is a multi-billion dollar asset management firm based in Cisco, Texas. It owns a diverse group of companies involved in the energy, real estate, finance, industrial, ranching, forest and technology sectors.
