MIDLAND, Texas, Nov. 25, 2014 /PRNewswire/ -- Stephen
Jumper, President and Chief Executive Officer of Dawson Geophysical
Company (NASDAQ: DWSN) (the "Company"), is scheduled to present at
the Cowen and Company 4th Annual Ultimate Energy Conference on
Wednesday, December 3, in
New York City, beginning at
3:35 p.m. Eastern Time. A live
webcast of Mr. Jumper's presentation can be accessed at
http://www.dawson3d.com and will be archived on the Company's web
site for 30 days. The live presentation will also be available
and archived for 90 days at
http://wsw.com/webcast/cowen20/dwsn. A copy of the presentation
materials may be accessed at www.dawson3d.com by clicking on
the Investor Relations link or by contacting the Company's
executive offices at 1-800-332-9766.
During his presentation, Mr. Jumper will make references to
EBITDA, which is a non-GAAP financial measure. A reconciliation of
this non-GAAP measure to the applicable GAAP measure can be found
on the Company's web site in the exhibit 99.1 to the Company's
current report on Form 8-K for the earnings release of the
applicable period.
About Dawson Geophysical Company
Dawson Geophysical Company is a leading provider of U.S. onshore
seismic data acquisition services as measured by the number of
active data acquisition crews. Founded in 1952, 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.
Safe Harbor Provisions
In accordance with the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995, Dawson Geophysical
Company and TGC Industries, Inc. caution that statements in this
press release which are forward-looking and which provide other
than historical information involve risks and uncertainties that
may materially affect Dawson's or
TGC's actual results of operations. These risks include but are not
limited to the possibility that the transaction does not close when
expected or at all because required shareholder or other approvals
and other conditions to closing are not received or satisfied on a
timely basis or at all; the risk that the benefits from the
transaction may not be fully realized or may take longer to realize
than expected; the ability to promptly and effectively integrate
the businesses of Dawson and TGC;
the reaction of the companies' customers, employees and
counterparties to the transaction; diversion of management time on
transaction-related issues; the volatility of oil and natural gas
prices; dependence upon energy industry spending; industry
competition; reduced utilization; delays, reductions or
cancellations of service contracts; high fixed costs of operations
and high capital requirements; external factors affecting
Dawson's or TGC's crews such as
weather interruptions and inability to obtain land access rights of
way; whether either company enters into turnkey or dayrate
contracts; crew productivity; the limited number of clients; credit
risk related to clients; and the availability of capital resources.
A discussion of these and other factors, including risks and
uncertainties with respect to Dawson is set forth in Dawson's Form 10-K for the fiscal year ended
September 30, 2013, and with respect
to TGC, is set forth in the Registration Statement on Form S-4
filed by TGC on November 6, 2014.
Dawson and TGC disclaim any
intention or obligation to revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Important Information For Investors and Shareholders
This release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. The transactions contemplated by the merger
agreement, including, with respect to Dawson, the proposed merger and, with respect
to TGC, the proposed issuance of TGC common stock in the merger and
an amendment to TGC's certificate of formation, will, as
applicable, be submitted to the shareholders of Dawson and TGC for their consideration. On
November 6, 2014, TGC filed with the
SEC a registration statement on Form S-4 that included a joint
proxy statement of Dawson and TGC
that also constitutes a prospectus of TGC. After the registration
statement has been declared effective and subject to the terms of
the merger agreement, Dawson and
TGC will mail the joint proxy statement/prospectus to their
respective shareholders. Dawson
and TGC also plan to file other documents with the SEC regarding
the proposed transaction. INVESTORS AND SECURITY HOLDERS OF
DAWSON AND TGC ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS
THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
shareholders may currently obtain free copies of the joint proxy
statement/prospectus filed on November 6,
2014, and will be able to obtain free copies of any
amendments to the joint proxy statement/prospectus and other
documents containing important information about Dawson and TGC, once such documents are filed
with the SEC, through the website maintained by the SEC at
www.sec.gov. Dawson and TGC make
available free of charge at www.dawson3d.com and
www.tgcseismic.com, respectively (in the "Investor Relations"
section), copies of materials they file with, or furnish to, the
SEC, or investors and shareholders may contact Dawson at (432) 684-3000 or TGC at (972)
881-1099 or c/o Dennard-Lascar Associates at (713) 529-6600 to
receive copies of documents that each company files with or
furnishes to the SEC.
Participants in the Proxy Solicitation
Dawson, TGC, and certain of
their respective directors and officers may be deemed to be
participants in the solicitation of proxies from the shareholders
of Dawson and TGC in connection
with the proposed transactions. Information about the directors and
officers of Dawson is set forth in
its proxy statement for its 2014 annual meeting of shareholders,
which was filed with the SEC on December 18,
2013, as well as subsequent periodic reports filed with the
SEC. Information about the directors and officers of TGC is set
forth in the joint proxy statement/prospectus. These documents can
be obtained free of charge from the sources indicated above. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, is contained in the joint proxy
statement/prospectus and may be contained in other relevant
materials to be filed with the SEC when they become
available.
SOURCE Dawson Geophysical Company