DAWSON GEOPHYSICAL CO

22 Feb 2022business combination● NeutralMajor

Dawson sent shareholders the final proxy for a virtual special meeting on March 15, 2022 to vote on the second-step merger with Wilks Brothers, which would pay $2.34 cash per share and leave Dawson a Wilks subsidiary. The board unanimously recommends voting for it, and it needs 80% of outstanding shares, with shares not voted counting as votes against. This follows the preliminary proxy of Nov 2021 and the completed tender offer; the outcome of the vote is not yet known.

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18 Jan 2022business combination● NeutralMajor

Wilks' buyer filed the final amendment to its tender offer documents confirming the offer expired January 14, 2022 with 15,285,001 shares tendered, about 73.5% of shares outstanding together with Wilks' 2,094,237 shares. The 66.67% minimum was met and the shares were accepted for payment at $2.34, with another 342,452 shares covered by guaranteed-delivery notices. The attached Wilks press release says the second-step merger needs 80% approval; if it closes, remaining holders get $2.34 and Dawson becomes a Wilks subsidiary and is no longer publicly traded, while if it fails they stay as minority holders. This closes out the tender offer and repeats the other filings of the same day.

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18 Jan 2022business combination● NeutralMajor

Dawson amended its tender-offer response to report the final results: 15,285,001 shares tendered, which with Wilks' 2,094,237 shares is about 73.5% of shares outstanding, and the buyer accepted them for payment at $2.34. It says the company will file a definitive proxy statement as soon as practicable for the shareholder meeting on the second-step merger, which needs 80% approval, and Wilks says it will vote its shares, including those just acquired, in favor. If the merger is not completed, remaining holders get nothing and stay as minority holders, with risks to liquidity, SEC reporting or NASDAQ listing, as the attached press release says. This repeats the 8-K figures and continues the merger thread toward the vote.

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18 Jan 2022business combination● NeutralMajor

Dawson reported that the Wilks tender offer expired January 14, 2022 and the buyer accepted the tendered shares: 15,285,001 shares were tendered, which with the 2,094,237 shares Wilks and affiliates already owned is about 73.5% of shares outstanding and meets the lowered 66.67% minimum. A further 342,452 shares (about 1.4%) were tendered under guaranteed delivery and will be bought if delivered. The filing reports a change in control, with about $35,766,902 paid in cash. Jumper, Cooper and Klofas resigned from the board, and Matt Wilks (chairman), Sergei Krylov and Bruce Bradley were appointed. This resolves the tender-offer thread, but the second-step merger still needs an 80% vote and has not closed; shareholders who did not tender remain holders for now.

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10 Jan 2022business combination● NeutralMajor

Dawson's board filed Amendment No. 3 to its tender-offer response, matching the January 10 merger-agreement change that lowers the minimum from 80% to 66.67%. It says that as of the January 7, 2022 expiry about 62% of shares (excluding the roughly 9.65% held by Wilks and affiliates) had been tendered, about 69% of shares held by others. The board says it still believes the same circumstances apply and that the amended deal is the best path, offering liquidity at $2.34. It confirms Jumper, Cooper and Klofas will resign and Matt Wilks, Krylov and Bradley join at the acceptance time, with Vander Ploeg and North staying. The offer is not yet complete.

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10 Jan 2022business combination● NeutralMajor

Wilks' subsidiary disclosed a third merger agreement amendment dated January 10, 2022 that lowers the tender offer's minimum condition from 80% to 66.67% of shares (counting Wilks-owned shares), and extends the offer to 5:00 p.m. New York time on January 14, 2022. This reverses the 80% threshold set in October 2021, and the 80% shareholder vote for the follow-on merger is still described as needed. On completion, directors Jumper, Cooper and Klofas would resign and Matt Wilks (as chairman), Sergei Krylov and Bruce Bradley would join, with Jumper expected to stay as CEO; a Jumper waiver is a new offer condition. The price stays $2.34. If the merger is not completed, non-tendering holders get nothing and stay as minority holders, with possible loss of liquidity, SEC reporting or NASDAQ listing. Nothing has closed.

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