Each one in plain English, with the numbers worked through for a shareholder.
11 Feb 2015asset acquisition disposition● NeutralMajor
On February 11, 2015 the Dawson merger closed. TGC, now renamed Dawson Geophysical Company, completed the merger of Riptide Acquisition Corp. into the former Dawson (now Dawson Operating Company), which became a wholly owned subsidiary; each former Dawson share converted into 1.760 shares of the company after a 1-for-3 reverse split of TGC stock just before closing. The Dawson executives, led by Stephen Jumper as Chairman, President and CEO, now run the company, and five Dawson directors joined the board while three TGC directors (Gardner, Flynn, Hurtt) resigned. This resolves the pending merger from the 2014 record. The filing does not mention the Speese lawsuit.
OF PERSON THOMSON HORSTMANN & BRYANT, INC reported a DAWSON GEOPHYSICAL CO shareholding of 2,518,955 shares (11.47% of votes) in a periodic institutional filing.
On January 7, 2015 a Dawson shareholder, Andrew Speese, filed a purported class action and derivative suit in federal court in Midland/Odessa, Texas against Dawson, its directors, TGC and Riptide Acquisition Corp. It alleges the Dawson board breached its duties and that the merger registration statement and prospectus contain misleading statements or omissions, and it seeks to block the merger or, if it closes, damages. TGC says the suit is without merit and will defend vigorously; the filing does not state any effect on the timing of the merger.
On January 5, 2015 TGC and Dawson announced that the definitive proxy materials were filed and mailing had started. The filing says the S-4 was declared effective on December 31, 2014, and that both companies' special meetings are on February 9, 2015 for holders of record at the close of business on December 29, 2014. This clears the S-4 effectiveness condition and sets the dates for the remaining shareholder votes.
On December 30, 2014 TGC filed Amendment No. 2 to its merger registration statement, keeping the same terms (1.760 TGC shares per Dawson share after the 1-for-3 reverse split; about 66% Dawson holders / 34% TGC holders). Unlike earlier drafts, it now sets both companies' special shareholder meetings for February 9, 2015 and says the proxy was first mailed around December 31, 2014. TGC insiders and affiliates are committed to vote about 28.84% of TGC shares (27.60% of those outstanding as of December 29, 2014).
On December 16, 2014 TGC filed Amendment No. 1 to its merger registration statement, with the same terms: 1.760 TGC shares per Dawson share after the 1-for-3 reverse split, and about 66% / 34% ownership for Dawson / TGC holders. Updated figures show TGC insiders and affiliates committed to vote about 28.84% of TGC shares (27.60% of those outstanding as of December 15, 2014). Meeting dates were still blank and the registration was not yet declared effective.
On November 17, 2014 TGC and Dawson announced that the US antitrust (Hart-Scott-Rodino) waiting period ended early, so that closing condition is met. The merger still needs an effective S-4, Dawson shareholder approval, and TGC shareholder approval of the share issuance, reverse split and name change.
On November 6, 2014 TGC filed the registration statement (Form S-4) with the joint proxy statement/prospectus for the Dawson merger, registering up to 14,418,554 TGC shares. The filing says Dawson holders would own about 66% of the combined company and TGC holders about 34%, and TGC holders keep their shares but at one-third the number after the reverse split. Shareholder meeting dates were still blank, and the registration was not yet effective.
On October 8, 2014, TGC Industries signed a new merger agreement with Dawson Geophysical, in which TGC's subsidiary Riptide Acquisition Corp. merges into Dawson, leaving Dawson as a wholly owned TGC subsidiary. Dawson holders get 1.760 TGC shares per Dawson share after a 1-for-3 reverse split of TGC stock (about 22,001,125 shares down to about 7,333,708), and TGC will be renamed Dawson Geophysical Company. This replaces the 2011 deal (0.188 ratio) whose outcome was left open in the record; the filing does not say what happened to it, though a fresh agreement implies the earlier one did not close (inference). Closing needs approval by 66.67% of Dawson shares, 66.67% of TGC shares for the split and name change, and a majority of TGC votes cast for the share issuance, plus HSR clearance, an effective S-4 and other conditions. TGC insiders holding 28.89% have agreed to vote in favour. A $2.0 million termination fee applies in certain takeover-proposal cases, and expense reimbursement is capped at $1.5 million.
On September 16, 2014 the company renewed its Sovereign Bank credit line to September 16, 2015, on unchanged terms: the lesser of $5,000,000 or 80% of eligible receivables, interest at the greater of prime or 5%, secured by receivables. Nothing has been drawn. The amendment is labelled the eighth to the loan agreement.
On September 16, 2013 the company renewed its Sovereign Bank credit line to September 16, 2014, on unchanged terms: the lesser of $5,000,000 or 80% of eligible receivables, interest at the greater of prime or 5%, secured by receivables. Nothing has been drawn.
On September 16, 2012 the company renewed its Sovereign Bank credit line for another year, to September 16, 2013, with the same $5,000,000 / 80% of receivables limit, interest at the greater of prime or 5%, and receivables as collateral. Nothing has been drawn. The filing is a routine renewal. It does not mention the Dawson merger, so its outcome is not shown here (the company is still filing as TGC Industries).
Ameriprise Financial, Inc., Columbia Management Investment Advisers, LLC reported a DAWSON GEOPHYSICAL CO shareholding of 978,024 shares (5.08% of votes) in a periodic institutional filing.
OF PERSON THOMSON HORSTMANN & BRYANT, INC reported a DAWSON GEOPHYSICAL CO shareholding of 578,242 shares (3.00% of votes) in a periodic institutional filing.
On October 24, 2011 the companies said Dawson's average share price over the first 8 of the 10 trading days was $27.23, below the $32.54 lower bound in the merger agreement, and the 10-day average on October 25 was unlikely to be in range. They have exchanged letters suggesting changes to terms including the exchange ratio, none agreed, and are to negotiate on October 26-27, 2011. If no agreement is reached, either party may terminate on or after October 27, 2011. This puts the previously agreed 0.188 ratio and the deal itself in doubt. Both boards still recommend voting for the deal.
