MIDLAND,
Texas, March 24, 2023 /PRNewswire/ -- Dawson
Geophysical Company (NASDAQ: DWSN) (the "Company" or "Dawson") today announced that it has entered
into an asset purchase agreement with Wilks Brothers, LLC and
Breckenridge Geophysical, LLC ("Breckenridge"), pursuant to which the Company
purchased substantially all of the Breckenridge assets related to seismic data
acquisition services other than its multi-client data library.
The transaction is effective immediately and Dawson extended offers of employment to
relevant employees of Breckenridge
to continue supporting the acquired assets and business. The
parties plan to begin integration of the acquired assets and
business into Dawson's operations
as soon as possible.
Total consideration for the transaction is 7,000,000 shares of
Dawson common stock. 1,188,235 shares were issued at the time of
closing, and the remaining 5,811,765 shares are in the form of a
convertible note, which will only convert following shareholder
approval at a meeting Dawson plans
to convene as soon as practicable.
Stephen C. Jumper, CEO and
President of Dawson Geophysical, said, "We are excited to welcome
all the Breckenridge employees to
the Dawson team. They bring with
them needed years of operational experience at all levels as well
as long-standing customer relationships. This transaction increases
our channel and vibrator energy source capacity with the addition
of like equipment allowing for improved operational efficiencies.
The combination will provide flexibility in executing existing
projects from both companies and provide meaningful operational and
cost synergies."
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any offer, solicitation or sale of securities in any state in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state.
About Dawson
Dawson Geophysical Company is a leading provider of North
American onshore seismic data acquisition services with operations
throughout the continental United
States and Canada.
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.
www.dawson3d.com
Forward-Looking Statements
In accordance with the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995, the Company cautions 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 the Company's actual
results of operations. Such forward-looking statements are based on
the beliefs of management as well as assumptions made by and
information currently available to management. Actual results could
differ materially from those contemplated by the forward-looking
statements as a result of certain factors. These risks include, but
are not limited to, the Company's status as a controlled public
company, which exempts the Company from certain corporate
governance requirements; the limited market for the Company's
shares, which could result in the delisting of the Company's shares
from Nasdaq and the Company no longer being required to make
filings with the U.S. Securities and Exchange Commission (the
"SEC"); the impact of general economic, industry, market or
political conditions; dependence upon energy industry spending;
changes in exploration and production spending by our customers and
changes in the level of oil and natural gas exploration and
development; the results of operations and financial condition of
our customers, particularly during extended periods of low prices
for crude oil and natural gas; the volatility of oil and natural
gas prices; changes in economic conditions; the severity and
duration of the COVID-19 pandemic, related economic repercussions
and the resulting impact on demand for oil and gas; surplus in the
supply of oil and the ability of the Organization of the Petroleum
Exporting Countries and its allies, collectively known as OPEC+ to
agree on and comply with supply limitations; the duration and
magnitude of the unprecedented disruption in the oil and gas
industry currently resulting from the impact of the foregoing
factors, which is negatively impacting our business; the
potential for contract delays; reductions or cancellations of
service contracts; limited number of customers; credit risk related
to our customers; reduced utilization; high fixed costs of
operations and high capital requirements; operational challenges
relating to the COVID-19 pandemic and efforts to mitigate the
spread of the virus, including logistical challenges, protecting
the health and well-being of our employees and remote work
arrangements; industry competition; external factors affecting the
Company's crews such as weather interruptions and inability to
obtain land access rights of way; whether the Company enters into
turnkey or day rate contracts; crew productivity; the availability
of capital resources; disruptions in the global economy, including
export controls and financial and economic sanctions imposed on
certain industry sectors and parties as a result of the
developments in Ukraine and
related activities, and whether or not a future transaction or
other action occurs that causes the Company to be delisted from
Nasdaq and no longer be required to make filings with the SEC. A
discussion of these and other factors, including risks and
uncertainties, is set forth in the Company's Annual Report on
Form 10-K that was filed with the SEC on March 13, 2023. The Company disclaims any
intention or obligation to revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
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SOURCE Dawson Geophysical Company