Dawson Geophysical Company Amends Merger Agreement, Extending Tender Offer Period

Strategic Insights -

Dawson Geophysical Company recently announced an amendment to its Agreement and Plan of Merger, dated October 25, 2021, with Wilks Brothers, LLC and WB Acquisitions Inc. The company, in an effort to reach the 80% Minimum Condition, will extend the tender offer period for an additional three days.

Key Takeaways:

  • The amended Merger Agreement modifies Section 2.01(c) to extend the initial tender offer period by 29 days, allowing Wilks to reach the 80% Minimum Condition.
  • The second sentence of Section 2.01(c) now reads: "If, immediately prior to the expiration of the initial 20 Business Day period that the Offer is open, the number of Shares tendered in the Offer, together with the Shares then owned by Parent, Merger Sub and any other Affiliate or direct or indirect wholly-owned Subsidiary of Parent, represents at least 65% but less than 80% of the Shares then outstanding, then Merger Sub shall extend the Offer for one 10 Business Day extension, one successive 14 Business Day extension and one successive four Business Day extension in an effort to reach the 80% Minimum Condition."
  • The provisions of the Merger Agreement remain unchanged except for the modifications in the amended Merger Agreement.
  • The 80% Minimum Condition requires Wilks to acquire a minimum of 80% of Dawson's outstanding shares in order to consummate the second step merger.
  • Wilks must now acquire at least 80% of Dawson's outstanding shares within the extended period, which includes one 10 Business Day extension, one successive 14 Business Day extension, and one successive four Business Day extension.
  • The company's effort to reach the 80% Minimum Condition was made possible by the 29-day extension granted to the tender period.

Statistics:

  • Initial tender offer period: 20 business days
  • Initial tender offer period extension: 29 days (1 10 Business Day extension + 1 successive 14 Business Day extension + 1 successive 4 Business Day extension)
  • Shares to be acquired: 80% of Dawson Geophysical Company's outstanding shares
  • Extension period for tender offer: 39 days ( original 20 business days + 29-day extension)

Sources:

  • Amendment No. 2 (Merger Agreement)
  • Securities and Exchange Act of 1934
  • General Instruction B.2 of Form 8-K
  • Securities Exchange Act of 1934 (Section 18)