Benzinga | Dec 15, 2021 09:04AM EST

Wilks Brothers Announces Extension Of Tender Offer To Acquire Dawson Geophysical Company

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.