Dawson (DWSN), TGC (TGE) Terminate Merger Following Lack of Shareholder Support
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Dawson Geophysical Company (Dawson) (Nasdaq: DWSN) today announced that TGC Industries, Inc. (TGC) (Nasdaq: TGE) has terminated the definitive merger agreement pursuant to which Dawson would have acquired TGC in a tax-free stock-for-stock transaction.
As of the result of the 10-day volume weighted average price for Dawson's stock as of October 25, 2011 falling outside the designated range specified in the merger agreement, Dawson and TGC engaged in discussions and exchanged letters concerning possible adjustments to the merger exchange ratio of Dawson stock for TGC stock prior to and on October 26 and 27, 2011. However, the parties were unable to reach agreement regarding an adjustment to the exchange ratio.
At the special shareholders meeting held by each of the companies on October 27, 2011, the transaction received strong support from both Dawson's and TGC's shareholders. At Dawson's special meeting, the merger proposal was adopted with the affirmative vote of approximately 77% of Dawson's outstanding shares, including the affirmative vote of approximately 97% of the shares voted at the meeting. Dawson has been advised by TGC that the merger proposal received the affirmative vote of approximately 76% of TGC's outstanding shares, slightly under the 80% level required in TGC's charter documents to complete the merger.
As of the result of the 10-day volume weighted average price for Dawson's stock as of October 25, 2011 falling outside the designated range specified in the merger agreement, Dawson and TGC engaged in discussions and exchanged letters concerning possible adjustments to the merger exchange ratio of Dawson stock for TGC stock prior to and on October 26 and 27, 2011. However, the parties were unable to reach agreement regarding an adjustment to the exchange ratio.
At the special shareholders meeting held by each of the companies on October 27, 2011, the transaction received strong support from both Dawson's and TGC's shareholders. At Dawson's special meeting, the merger proposal was adopted with the affirmative vote of approximately 77% of Dawson's outstanding shares, including the affirmative vote of approximately 97% of the shares voted at the meeting. Dawson has been advised by TGC that the merger proposal received the affirmative vote of approximately 76% of TGC's outstanding shares, slightly under the 80% level required in TGC's charter documents to complete the merger.
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