INTRODUCTION
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed on November 1, 2021, as amended by Amendment No. 1 dated November 17, 2021 (as so amended, the “Schedule TO”) relating to the offer by WB Acquisitions Inc. (“WB”), a Delaware corporation and subsidiary of Wilks Brothers, LLC (“Wilks”), to purchase for cash, less any applicable withholding taxes, the shares of the common stock of Dawson Geophysical Company (“Dawson”) to include disclosure related to Amendment No. 3 to the Merger Agreement, among Wilks, WB and Dawson (as amended, the “Merger Agreement”) dated as of January 10, 2022 (the “Merger Agreement Amendment”).
The Merger Agreement Amendment decreases the 80% Minimum Condition contained in the Merger Agreement prior to such amendment from 80% to 66.67% (the “Minimum Condition”). Assuming the other Offer Conditions are satisfied, WB intends to accept for purchase and pay for all of the Shares validly tendered in the Offer if the Minimum Condition is satisfied on the Expiration Date. Promptly following the completion of the Offer, Dawson intends to convene a special meeting of Dawson’s shareholders at which such shareholders will be asked to approve the merger of WB with and into Dawson, with Dawson surviving such merger (the “Merger”). WB intends to vote all of the Shares it owns, including the Shares acquired in the Offer, in favor of the Merger at such Dawson shareholder meeting.
If WB completes the Merger, Dawson shareholders not tendering their Shares in the Offer (other than Dawson or any of its subsidiaries, the Parent Related Entities or any shareholders who have properly exercised their appraisal rights) will receive cash in an amount equal to the $2.34 Offer Price, without interest and less any required withholding taxes. In addition, Dawson, as the surviving corporation in the Merger, will become a subsidiary of Parent and its affiliates, and the Shares will no longer be publicly traded.
If WB does not complete the Merger, then the shareholders of Dawson not tendering in the Offer will not receive any consideration and will become minority shareholders in a company over which Wilks and its affiliates have significant influence. In addition, there may be so few remaining shareholders and publicly traded shares that there will no longer be an active or liquid public trading market for Shares. In addition, Dawson may no longer be required to make filings with the SEC and the number of outstanding shareholders could be reduced to a number which requires delisting of Dawson’s shares from the NASDAQ.
The Merger Agreement Amendment also provides for Stephen Jumper, Craig Cooper and Michael Klofas to resign from Dawson’s Board of Directors, with Mark Vander Ploeg and Ted North continuing as directors, and for the appointment to Dawson’s Board of Matt Wilks, Sergei Krylov and Bruce Bradley, in each case, effective as of the Acceptance Time. Mr. Jumper is expected to remain with Dawson and continue as its Chief Executive Officer.
Finally, the parties have extended the previously commenced cash Offer by WB 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 14, 2022.
Only those items amended or supplemented are reported in this Amendment No. 2. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged. You should read this Amendment No. 2 together with the Schedule TO, the Offer to Purchase, dated November 1, 2021 (the “Offer to Purchase”) and the related Letter of Transmittal, as each may be amended or supplemented from time to time.
AMENDMENTS
(a) All references in the Schedule TO to the “80% Minimum Condition” are hereby replaced with “66.67% Minimum Condition.”
(b) The seventh paragraph of the Introduction section is hereby amended and restated in its entirety to read as follows:
“The Offer is conditioned on the satisfaction or waiver of, among other things the following condition:
• immediately prior to the expiration of the Offer (as the same may be required to be extended pursuant to the Merger Agreement), there being validly tendered in accordance with the terms of the Offer a number of Shares that, together with Shares then owned by Parent Related Entities, represent at least 66.67% of the Shares then outstanding.”
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